Light Faery Wings, Dark Angel Wings
by SeptemberGirl84
Summary: Formerly known as Redemption. Will’s POV from S is for Self, through Z is for Zenith, and beyond that it is AU. SPOILER for those who have not seen Season 2.
1. S is for Self

**Light Faery Wings, Dark Angel Wings**

**S is for Self  
**  
Disclaimer: I don't own W.I.T.C.H. or any characters associated with them. This is based on the cartoon, not the novels. Lyrics for 'The Demon in Me' and 'The Will to Love' came from W.I.T.C.H. – United .

Summary: Will's POV from S is for Self, through Z is for Zenith, and beyond that it is AU.

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"Attention Sheffield!" Irma's voice blasted over the loud speakers of KSHP (K-Ship). "This Friday KSHP, in association with Sheffield Broadcasting is proud to announce a 'Battle of the Bands'."

At this point Will quit listening. Anything that had anything to do with music only reminded her of Matt, and thinking of Matt only led to hating Shagon. Especially a 'Matt' glamoured Shagon. What worried Will the most is that even though time and time again Shagon taunted her that Matt was gone, he did it in a voice that sounded like a more mature version of Matt's voice.

_Oh, Matt, where are you?_

"What if there's, like, a Guitar of Hypnose?" HayLin asked, sounding worried.

"Guitar of Hypnose?" Taranee echoed.

"No." Will shook her head in resignation. "Shagon is here to spy on us; he wouldn't want to blow his cover." Even though it would make things easier on Will to not have to face the jerk masquerading around as the love of her life.

"Will, why don't you and I got watch the guys practice?" Taranee suggested. "I mean 'Matt'," finger quotes here, "And Nigel _are_ our boyfriends."

Will's heart lurched. Oh, how she missed Matt. He was so gentle and loving and romantic. He wrote songs for her, sang to her, and when he held her or kissed her, she felt so alive. She felt even more alive with him than she ever had being a Guardian. Once again she sent up a prayer that they would find him soon.

"While we're there we can see if Shagon has any tricks up his sleeve." Will added with a nod, watching as Nigel signed up Wreck55 to play at the concert.

Taranee wandered off with Nigel, talking about the practice after school while HayLin went looking for Eric and Irma returned to the station. Cornelia placed a hand on Will's shoulder, surprising Will. Even though Corny was a pain in the butt and sometimes seemed quite shallow, she was amazingly perceptive and caring; especially after the narcissistic situation in Kandracar.

"Keep fighting for him Will. Wherever Matt is, he knows you won't stop until he's home safe with you where he belongs." The blonde earth guardian pitched her voice low that Shagon couldn't hear what was being said from where he stood further down the hall, talking to Nigel and Taranee.

"I know Cornelia." Will sighed, her heart and mind weary with guilt and worry. "I just wish I had some idea that he's okay." A tear slid down her cheek from one amber colored eye.

"Have faith." Corny said gently. "Things will work out." 

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That afternoon Will and Taranee sat on the couch in the Olsen's garage as Wreck55 practiced. At the present moment Shagon was butchering 'The Will to Love'. Will could remember the first time Matt had sung the song to her.

It was their one month anniversary, just after Matt had found out about the Guardians, Meridian, Phobos, Elyon and everything else that the five girls held close. Matt had been so overwhelmed that he had to say or do something before he exploded, so he decided to write a song. Matt explained to Will that the listeners who didn't know the truth would just think he was waxing poetic as a lovesick fool.

"Well, I'm lovesick at any rate." Matt had joked, striking a macho pose with his mike and guitar. Will fell off the same couch she was sitting on mow in a fit of giggles before he began to play 'The Will to Love' for the first time.

Coming back to the present Will forced herself not to cry, not to feel as she prayed that Matt would be found and returned home to her. Even when Shagon really tortured the last note of the song Will had to blink a couple of times to hide her tears. She was just glad Ember wasn't in the vicinity, or the fire demon would be feasting on her pain.

"Let's just try to nail down 'The Demon in Me'. Nigel suggested once everyone's ears quit ringing. Will blinked listened intently as Taranee glanced at her.

_**Didn't know why I couldn't fly  
Didn't want to be stuck on the ground  
I wanted to soar across the sky  
But something was holding me down**_

What had me cower in fear?  
What was it I couldn't see?  
The answer near, but so unclear  
I was fighting the demon in me

The demon in me  
The demon in me  
The battle weird, over all that I feared  
I was fighting the demon in me

He fell on me when I was weak  
Made me feel so lazy and dumb  
He talked to me deep in my sleep  
My mind and my soul overcome

I started to just let him win  
I decided to just let it be  
It was up to me not to give in  
I was trapped by the demon in me

The demon in me  
The demon in me  
My head in a spin, my strength wearing thin  
I was trapped by the demon in me

Asked myself, what did I want?  
Kick back or just go for broke?  
My dreams continued to haunt  
I'd get close - then the demon said choke

Somehow you gotta step up  
Stop buying excuses for free  
So I went face-to-face, laid claim to my space  
And rocked the demon-

The demon in me  
The demon in me  
I recovered my spark, got free of the dark  
And I rocked the demon in me  
The demon in me  
I rocked the demon in me!**  
**  
Will couldn't help stare at Shagon. Every word, every lyric was as if Matt had pinned the song. But how was that possible? Shagon said Matt was gone. But this song was proof that he wasn't. If Matt could write 'The Demon in Me' and Shagon could play it then – How did Shagon _know_ how to play 'The Demon in Me', let alone 'The Will to Love'?

The second practice was over Will knew she had to leave.

"Sorry to leave like this, but I need to pick up a few things at the store before heading home."

"No problem Will." Shagon said in Matt's voice. "See you tomorrow."

Waving Will slipped outside and went to the park. Perching herself on one of the swings she lost herself in thought. How was it that Shagon knew how to perform Matt's songs? Even if he kinda sucked at 'The Will to Love'. And why would he nail 'The Demon in Me'? Maybe it was Shagon taunting her, yet wouldn't he have used 'The Will to Love' instead? He could have made it sound so real that he could have fooled Will into thinking Matt was back. So why didn't he?

"Though I'd find you here." Taranee settled down onto a swing beside her.

"Hey Taranee." Will looked at the fire guardian. "What's up?"

"Shagon is what's up." She frowned. "Did you know Wreck55 had a new song?"

"No, 'Matt' and I haven't really talked a lot lately." Will sighed and pushed off the ground to start swinging slightly. "But it seemed an odd choice for a song."

"Maybe it is a sign." Taranee began to swing as well. "Are you okay?"

"I don't know." Will said honestly. "But I think I will be. What kind of a sign could it be? That Shagon knows how to push my buttons?"

"No." The fire guardian replied. "Maybe it is a sign that Matt's out there somewhere and he's fighting."

"I just wish I knew." Will sighed.

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_I can't believe I let Shagon talk me into this. _Will thought as she followed him to the roof of the auditorium. Shagon had lured her with the promise that he would return Matt to her, but she also had a feeling that she was being set up. Pain seared Will before she blacked out, only to wake to the sound of Cornelia and Taranee calling her name. Making them Guardians Will realized that it was indeed a trap. Shagon, Tridart, Kore, and Ember were waiting to fight them.

And, of course, Shagon went for her. He managed to trip Will up, making her fall hard onto the concrete roof of the building. She had a lightning shield up against his eye energy beams. With all the hatred she was feeling, she was only feeding him more power. No matter how hard she tried to control the emotions within, it seemed as if Shagon were pulling them out of her, sucking her dry.

"Ooh, even your lightning comes with a hatred chaser." Shagon laughed maniacally.

"Why are you doing this?" Will cried as she felt herself becoming weaker from the emotional drainage as well as the power drainage to maintain the shield.

"You are in Nerissa's way, Guardian." Shagon snarled. "You and your little friends are nothing more than an amusing side-note in the story of my mistress' rise to absolute power." He then sighed dramatically. "Too bad actually. You and your hatred turns me on nearly as much as you feed me."

Disgust ran through Will at the darkness in Shagon's voice. She turned him on? Yeah right. Only Corny ever got the guy. Well, except Matt. Matt! He had told her several times that he though she was hot, and not only when she was transformed. Was Shagon somehow linked to Matt?

Suddenly Shagon began to shake and shudder as if he had a really bad cold. His energy blasts stopped as he quit siphoning her emotions. With a loud groan he wrapped his arms around himself.

"Winged angel from above / Help me find the Will / The Will to Love." Matt's voice sang brokenly from Shagon.

"Matt? Matt, is that you?" Will struggled to stand. "Matt you're inside Shagon and I can hear you!"

_Oh please let him come back home to me. _

As quickly as it had started the shaking stopped. Shagon stood upright and looked at Will for a long moment before turning and blasting Ember in the back from where she was drawing the heat out of Taranee's body as Tridart encased her in ice.

"Matt?" Will touched his arm, feeling the solid warmth of skin and muscle. He even felt different, he was warmer and not as harsh.

"You brought me back Will, you saved me from myself." Matt's voice was tender and tiered, but muffled by the bronze metallic mask that Shagon's body wore. He looked to Kore who held Cornelia trapped.

"Let Corny go Huggles." Obeying Kore gently released her and set her down lightly.

"That's Huggles?" Will stared in disbelief as Kore held Cornelia upright as she brushed her hair out of her face.

"Yep. Sick'em boy."

Letting go of Cornelia Huggles slammed into Tridart, shattering the ice demon's hold on Taranee. He then drug Tridart over to where Ember lay, tossing him down beside the fire demon.

"Matt, is that really you in there?" Will grasped his hand in both of hers. Shagon's body was so much bigger than Matt's, and more defined, that it was still hard for Will to come to terms that it was Matt she was looking at, not Shagon.

"Yes, it's me. It's been me all along." He touched her cheek gently. "But for now that's – "

White light surrounded Matt as he began to scream in agony. Will was screaming in fear for the one she loved. Tridart, Kore and Ember were also howling in pain. Matt shoved Will away from him and into Cornelia as he knees buckled and he gripped his head.

Will didn't understand what was going on as her two friends held her back. She had just got Matt back, even if he wasn't in his own body, and now someone was trying to take him away again. Unable to take anymore pain she broke down screaming in pain and fury, tears streaming down her cheeks.

The light was being sucked into a fold, blurring the lines of Matt and Huggles while Tridart and Ember were dematerialized and pulled into the fold. The light grew in intensity, forcing Will to close her eyes, before winking out, leaving her momentarily blind behind her closed eyelids.

"Will?" Matt's voice floated to her, sounding confused. Opening her eyes she saw that Matt and Huggles were sprawled out side by side on the ground, looking groggy and dazed.

"Matt!" Will threw herself at him, relieved and overjoyed that he was finally back. Chuckling he wrapped his arms around her slim frame before capturing her lips with his. The kiss was powerful and full of love. Matt kissed her hard and deep, trying to say with a kiss what a lifetime of words could never say. Will kissed him back in desperation, wanting to pour herself into him and never leave.

"I thought I'd lost you." Will sobbed into his shirt, clutching him tight to her.

"Never, sweetheart, never."

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With only minutes to spare Will de-transformed herself and the girls, filled in Irma and HayLin, gave Matt a kiss for good luck, and took Huggles from him before the real Matt joined Nigel and the others on stage.

_**So many strangers on the street.  
Yeah, nearly everyone you meet.  
Can't relate, can't translate, can't create  
A connection. No.**_

Easier to keep your distance.  
Tread the path of least resistance.  
Don't engage, keep to your cage, stay offstage  
For protection.

Then everything changes.  
She's there. Life rearranges.  
Winged angel from above…  
Helped me find the Will… the Will to love  
The Will to love… The Will to love

I figured I'd stay on the shelf.  
Truth be told, didn't trust myself:  
Always fade, don't make the grade, too afraid  
Of rejection. Oh!

I didn't think I had the strength  
To find a girl on my wavelength.  
Just a runt, always punt. No will to hunt  
For perfection.

Then everything changes.  
She's there. Life rearranges.  
Winged angel from above…  
Helped me find the Will… the Will to love  
The Will to love… The Will to love

Game's full of surprises.  
Live our share of compromises.  
Still when push comes to shove  
She's just the Will to love.  
She's just the Will to love.  
I found the Will to love.

And everything changes.  
She's here. Life rearranges.  
Winged angel from above…  
She is just the Will… the Will to love.  
The Will to love… The Will to love Oh  
_**The Will to love**_

Flawlessly Wreck55 performed 'The Will to Love'. Taranee cheered Nigel on and Cornelia said that Caleb was "soooo writing me a song", but Will only had eyes and ears for Matt. She finally had the young man she loved back, the one she felt she could share the rest of her life with. The only other thing that could truly make the moment perfect was if there was no more Nerissa and everything in Meridian was back to normal. Oh, well, Matt was back and nothing would change that if she had anything to do about it.

After the concert was over, and everyone was gone but WITCH, Eric, Nigel, Matt and Martin, Matt slid up next to Will and slipped an arm around her shoulders. Irma and Martin were cleaning you the equipment, Taranee was saying goodbye to Nigel as her mother picked her up, Cornelia was calling her driver to come and pick her up, and HayLin was saying bye to Eric as he packed up his Saxophone. 

"I missed you." Matt whispered, burying his face in her hair, holding her close.

"I missed you too." Will snuggled closer into his warmth, wrapping her arms around his waist. Peace filled her.

"Can we talk tomorrow about what happened? I'm exhausted." Matt asked as Huggles transferred himself over to Matt's neck.

"Sure." Will looked up into his face. "Do you want the others there as well?"

"Yeah." Matt sighed. "I don't want to repeat what I have to say too often. I just want to forget."

"I love you, you know." Will smiled, trying to ease the pain in Matt's eyes.

"I love you too. I always will."

- 8 -


	2. T is for Trauma

**Light Faery Wings, Dark Angel Wings**

**T is for Trauma  
**  
Disclaimer: I don't own W.I.T.C.H. or any characters associated with them. This is based on the cartoon, not the novels.

Summary: Will's POV from S is for Self, through Z is for Zenith, and beyond that it is AU.

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"I'm nervous." Matt mumbled, running a hand through his hair as he and Will approached the Silver Dragon for lunch on Saturday. Will had called the girls earlier that morning asking them if they could all met in the Lin's basement. HayLin even went as far as having Blunk transport Caleb from Meridian as well.

"Don't be, Matt." Will slid an arm around his waist and leaned against his arm, basking in the warmth that was radiating off of his body, making her feel safer that she had in a long time. "I'm sure that they'll forgive you; after all, _you_ weren't the one in control."

"I know." He kissed the top of her head. Her heart went out to her boyfriend. Matt was a very honorable and honest person who was as loyal as they came, and to be used by the one person who was trying to destroy everything that he held dear must have left some very deep psychic scars that only time would be able to erase.

Downstairs everyone was already waiting for them to arrive, YanLin serving up food for them to eat as they talked. After accepting bowls of food, Will sat down with Matt on the short love seat as everyone else settled in as well. Caleb, Cornelia and Taranee were sitting on the cot that served as Caleb's bed when on Earth, Irma was perched on a stool beside Taranee, HayLin was sitting cross legged on a stack of boxes while YanLin sat in the only chair in the room beside HayLin. Blunk, on the other hand, was sitting on the floor eating spoiled left overs from dinner the night before.

"So, Matthew," YanLin began, smiling at him. "Will told us you wanted to speak with all of us."

"I just wanted to apologize for what has been happening for the last several months." He replied, looking everyone in the eye.

Will twined her fingers through Matt's to tell him that everything would be okay and to share some of the love she had for him with him in a time of need. His palms and fingers were calloused over from playing his guitar, but they were tender and warm as he stroked his thumb along the back of her hand. Matt was thanking her through the smallest of gestures, making tears well in her eyes.

"For what?" HayLin asked. "_You_ didn't do anything."

"No, but I was aware of what was happening." Matt sighed. "Shagon was allowing me to see and hear as a way to torture me."

"You weren't the one controlling the strings, Matt. All that is Nerissa's fault." Irma winked at Matt. "And besides, Shagon was kinda hot."

"Hey!" Will scooted closer to Matt as he laughed. "That's my guy you're drooling over."

"Don't blame her Will." Matt patted her knee. "I am drool worthy."

Everyone cracked up, breaking the tension in the air. Will did have to admit, even to herself, that not only is Matt hot and sexy, but so was Shagon in an evil, bad boy kind of way. If only Matt could have Shagon's body then she would have it made.

"But seriously, I want to say that I'm sorry." Matt continued. "Even though Shagon was in control, I didn't start fighting him until these last few weeks."

"Yet you still fought; and that's what counts." Caleb stated firmly, the ex-Rebel Leader leaning forward slightly to look Matt in the eye. "No one could ask any more of you."

"See?" Will smiled at Matt, overjoyed that her friends were willing to forgive him and move on with their lives and their battle. Now if only Matt could see himself the way Will did, then the last of his insecurities about what had happened would fall away. "I told you that they wouldn't hold anything Shagon did against you."

"I just wish I could have tapped into his mind like he was able to do to mine and come out with any information that could be useful." Matt rubbed the back of his neck.

"You have nothing to be ashamed of or regretful for. You're home and that's all that matters." YanLin smiled before standing and returning upstairs. It was soon after that everyone left on their separate ways.

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"They look great HayLin." Will smiled at the air guardian who was showing off her new braces at lunch on Monday. Although Will wondered how HayLin could think braces were cool, Will knew it was part of who she was to look on the bright side of everything.

"He'll love 'em H.L." Matt spoke up from where he was surfing the internet on his cell phone. Matt meant Eric, who HayLin was excited to show her braces to.

Will felt somewhat at peace for the first time since Matt had left; everyone was safe and Nerissa hadn't made a personal appearance in days, especially since she siphoned back her powers from the Knights of Destruction. Even Taranee and Nigel could now freely see each other without the threat of being grounded. It seemed like they might actually make it through the rest of the day without any problems when a wolf whistle rent the air.

"Now what?" Cornelia sighed in exasperation, turning to see what all the commotion was about.

Looking up Will watched as a new girl walked through the doors of the cafeteria, the entire male population of Sheffield following in her wake. The energy guardian felt strange and slightly familiar vibrations in energy coming off the new girl who surveyed the area with eyes so green they seemed unnatural. She had floor length raven black hair and had a swimsuit model body that turned every head, male and female alike. Chills went down Will's spine.

"What are _my_ Martin and _my_ Andrew doing talking to the new girl?" Irma demanded.

"Do you really think you're in a position to-" Taranee was cut off by Nigel, who stood and raced toward the new girl the Martin had called Stacy. _Weird, I though Nigel had more brains than that._ Will thought to herself before addressing Matt.

"What's up with your 'boy'?" Matt never once looked up from the screen on his phone, making Will and the others wonder what he wasn't going all gaga over the new girl.

"He's getting in touch with his inner jerk?" He replied as food fell from the heavens to land on the guardian's and Matt's heads before Will or any of the other girls could react and shield themselves. Stacy then walked out of the cafeteria, all the boys following her, leaving WITCH, Matt and the girls of Sheffield to look around in confusion.

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"Stacy isn't Stacy at all, but a glamoured Nerissa." YanLin stated as they all stood in the schools kitchen cleaning themselves up. "She also had a lust spell woven into the glamour."

"So that was how she was able to snare Nigel and the others." Taranee was checking her reflection in a spatula as she wiped off her face.

"How come I'm not all hot and bothered?" Matt asked before winking at Will. "Well, I'm hot but-"

"Maybe when you defeated your inner jerk, Shagon, you became immune?" 

Whatever it was, Will was relieved to know that Matt couldn't be turned that easily away from her. She knew that she wasn't much to look at, but to some people could say the same about Matt. Being that they were all sophomores, none of them had hit their growth spurt yet, so all of them, even Corny, weren't yet developed.

"This is a golden opportunity." YanLin spoke again, drawing everyone's attention back to her. "With Matt no longer spying for her, Nerissa is doing the job herself. But she doesn't know that you're on to her. You can take her by surprise, and just maybe take the Seal."

"Right, so she doesn't know we know, you know?" Irma laughed right after she said that, tickling herself with her smarts, making the others laugh as well.

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_YanLin? But how is that possible?_

"HayLin, get down!" Will shouted, but it was too late. The enthralled YanLin reversed the air conditioning fan that HayLin was standing under from blow to suck, pulling the un-transformed HayLin off the ground.

Will knew that the young girl was in shock over seeing her grandmother glamoured as her younger self and in league with Nerissa, but the air guardian needed to get her head back into the game otherwise her grandma would kill her and never know she did it.

"Hang on H.L., I'm coming!" Matt, wearing one of the costumes the mall manager had made him and the guardians put on, jumped into the fray, using the plastic wings of his sphinx costume to catch up to HayLin who was dressed as Nefertiti.

Will, while dodging the attacks of the other enthralled guardians, watched in fear as Matt caught HayLin against him with one hand as he unbuckled the wings he wore with his other hand, letting the leading edge of on of the wings jam the fan, stopping the air flow.

"All that flying as Shagon paid off." He commented as they landed on one of the show beds with a bounce. "Will, fold us out of here!"

Instinctively Will opened a fold leading to Kandrakar, hoping that they could find a little bit of sanctuary to let HayLin decompress. Quickly the others slipped into the fold before Nerissa and her guardians could inflict any physical wounds or could follow. But of the steps leading to the Fortress at the Heart of Infinity, the emotional scars were plain to see and would take much longer to heal. HayLin was sobbing against Matt as the girls tried to comfort her.

"HayLin, in her deepest heart and soul, YanLin still loves you." Cornelia stroked her hair soothingly.

"You know that it's Nerissa, not YanLin." Will crouched down in front of HayLin and Matt, looking helplessly at the others.

"It's just like when Nerissa possessed me." Matt said gently. "I wasn't to blame, she manipulated me into hating her, and she used my emotions against me. She abuses emotions, twists them to her own use. That's how she was able to snare the other three."

"But she's my grandmother." HayLin cried harder as the girls looked on.

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The next night the same mall that they had escaped from was host to another great battle. This time it was Guardian against enthralled Guardian, element vs. element, with Will having sworn it would be a fight to the finish with no folding or tele-transporting. HayLin wasn't fighting, and that was worrying Will, who was trying to monitor HayLin without being taken out in the process.

"So that's it then." HayLin, managing to get past her trauma, went head to head with Nerissa. Seeing that HayLin could hold her own against the energy that Nerissa controlled that Will got an idea.

"Switch partners!" Will shouted, zapping Cassidy and freeing Irma from the enthralled water guardians grip. "Element vs. element they're more powerful than us but have little free will. Confuse them."

Will faced off with Cassidy whose water was weak against lightning, Irma took on Halinor the former fire guardian, Taranee played on Kadma's fear of fire, Cornelia trapped YanLin in thick ivy vines that didn't allow her to take a deep breath or use her hands to whip up a tornado, and HayLin was battering Nerissa with hurricane force winds, her anger and pain fueling her own powers to frightening heights.

And yet Nerissa was able to tele-transport herself and her guardians out of the battle, leaving the girls exhausted and worn out. Will, along with the others, landed around HayLin.

"Are you okay?" Will asked quietly, seeing HayLin staring blankly at where YanLin had been.

"No, but I will be. I have to be in order to save my grandma." HayLin shrugged, eyes refocusing on her friends.

"Um, ladies?" Matt spoke up from where he was kneeling beside Eric, who had been used as a ploy by Nerissa. But the threat of Eric, an innocent, being hurt snapped HayLin out of it and caused the tide to turn in the fight. In a flash of light the girls were reverted back to normal.

"Do you think HayLin will be okay?" Will asked Matt softly as they stood off to the side, watching as the air guardian reassured Eric that everything would be fine. The last few days had been surreal. HayLin, who was always happy had been more depressed than anyone Will had ever seen, except maybe herself.

_Let her find her way back, and let us find a way to bring YanLin and the others back as well._

"I think she will." Matt replied just as quietly. "H.L. is stronger than she knows. Also, she knows that if I could come back from the brink, then there is the hope and the knowledge that she can bring YanLin back as well."

"I hope you're right."


	3. U is for Undivided

**Light Faery Wings, Dark Angel Wings**

**U is for Undivided  
**  
Disclaimer: I don't own W.I.T.C.H. or any characters associated with them. This is based on the cartoon, not the novels.

Summary: Will's POV from S is for Self, through Z is for Zenith, and beyond that it is AU.

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Nearly a two weeks had passed since YanLin had crossed over to the dark side, and each day they girls were attacked in one way or another. Except for school and sleeping, WITCH, Caleb and Matt had been fighting constantly, folding back and forth between Earth, Meridian, Kandrakar and Zambala to fight CHYKN. Otherwise known as Cassidy, Halinor, YanLin, Kadma and Nerissa.

"You guys were CHYKN?" HayLin had commented when the girls had first learned of the previous generation of Guardians in Kandrakar from Oracle. "Wow, I'm so glad we're WITCH."

It was a cool fall Friday night in Heatherfield as Will and Matt strolled through the park. Since returning home Matt had tried to spend as much time as possible with Will, hoarding memories to push away the dark remnants of his time spent inside Shagon. It was the first night that the girls actually had off and they were all enjoying the down time.

"You know you don't have to fight beside us in every battle, right?" Will gazed up at Matt as the sun dipped behind the buildings of downtown. His blue eyes were dark in the light, almost a velvet navy color that nearly matched the blue-black of his hair. _He looks so sweet, so magnetic. I hope he can come to peace with what has happened to him._

But there was something different in his eyes, something more sober and mature than there had ever been before. Will had a feeling that all those weeks doing Nerissa's bidding had aged him in a lot of ways, just like being a guardian had aged her.

"I know, but in doing so I feel as if I can redeem myself from all the hell that Shagon put me and you guys through." Matt's voice was deep and serious as he tucked a strand of her shock red hair behind her ear. "I know you and the others have forgiven me, and you have no idea how much that heals me, but I have to fight, to do something to heal myself."

Will, not knowing how to respond to the depth of the pain and regret in Matt's voice, simply hugged him tight around the waist, trying to give him all the comfort she knew how to give. He sighed and pulled her close, tucking her under his chin as they turned to watched the colors of the sunset fade into the darkness of night. For an endless stretch of time the two of them were wrapped in an aura of solitude and peace, taking solace in each other. But far too soon for either of them Will's phone began to ring.

"Get over here now!" Cornelia screeched over the phone. "Napoleon just spoke to me!"

"Did Corny just say her _cat_ talked to her?" Matt asked as Huggles poked his head out of the pouch in his pull over hoodie.

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"So, the cat talks?" Taranee asked as everyone was gathered in Cornelia's living room, looking the little black kitten that sat on the back of the butter soft leather sofa.

"No, Ricky Rodent over there is a ventriloquist." The cat drawled in a lazy male voice full of sarcasm.

"He's not a rodent, he's a dormouse and - " Matt paused and flushed slightly. "And I'm arguing with a house pet." Huggles, from his customary perch on Matt's shoulder, chattered madly at the cat. Will tried to stifle a fit of giggles a bit unsuccessfully.

"Here's the deal – I'm not just any cat, I'm a familiar, Lillian's familiar." The cat spoke in a matter of fact way that seemed dry and humorless.

"What?" Cornelia asked.

"A familiar is an animal companion to a witch that channels her power and protects her." HayLin spoke up in an excited voice, enthusiastic that she knew something faster than Taranee did.

"Lillian isn't a witch, not a real one anyway." Cornelia shook her head.

"Well, she granted me the ability to talk just by wishing it." Napoleon licked his paw. "She's a witch, and a powerful one."

Will's head was spinning. Lillian, a witch? How was that even possible? For a moment Will didn't believe that witches existed, but the reality caught up to her, reminding her that magic was real and that there was a possibility that Corny's little sister really could be a witch. She figured that it was time to pay a visit to Kandrakar and get some answers. She opened a fold leading to the Fortress at the Heart of Infinity.

"Wait, I can't leave Lillian alone; I'm supposed to be babysitting her." Cornelia looked pleadingly at Matt.

"Don't worry, I'll cover for you." The girls then turned and plunged into the rift in time and space.

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"From all you have told me, it's possible that Cornelia's little sister is indeed a font a magical energy. She may even be the Heart of Earth itself." Luba, the feline – human hybrid guardian of the Aurameres paced around the Auramere room.

"The Heart of Earth?" Cornelia echoed.

"Yes, it would explain why someone such as you was chosen by the Oracle as guardian of earth." Luba gazed at the magical orbs that power the girls abilities. "As earth guardian, it is feasible that you, as well as the others, are to guide and protect the child."

"I thought we were chosen because we were HayLin's friends and YanLin had the heart." Taranee spoke up.

"Yes, HayLin was chosen to provide continuity, but Cornelia's appointment as guardian is strategic. Why? That will only come through the fullness of time." Luba looked up, silted eyes glowing in the light of the Aurameres.

"Wait. If Lillian is the Heart, then won't Nerissa be after her?" Will asked, fearing for the endearing little girl who, even though both Hale girls denied it, were carbon copies of each other.

"Yes. Nerissa may indeed come after the girl." Luba closed her eyes wearily, looking as if she had aged decades being the only member of the Council of Kandrakar that was still functional.

"Oh no, no." Cornelia began to freak out. "No one messed with my little sister but me. Will send me home now!"

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Will folded the girls back to the Hale's penthouse just in time to see Matt drag Cornelia out of Lillian's room. _Corny? No, wait, she's Nerissa, I can fell it._ Matt slid a glance at the girls, eyes hard.

"About time." Matt stepped away from the Cornelia facing the girls, moving closer to Will. "I didn't know how much longer I could stall."

"Is that-?" Corny moved to face the copy of herself as Huggles and Napoleon raced around the two blondes to reach Matt.

"Yeah." Matt's voice was nearly has hard as his eyes, seriousness in his tone that chilled Will. She was just glad that Matt was back on their side, knowing that even without powers he would be a dangerous person to go up against. He soaked up every fight lesson that Caleb taught him, eager to help.

"Wow, even animals could see that I'm way better looking than that." Corny laid on the haughtiness, playing on her natural talent to act and sound superior to others.

"Well I guess I had better change." Nerissa removed the Cornelia glamour, but retained the younger version of herself.

"I'm still better looking." The blonde earth guardian laughed coldly. "The dried up prune look suited you much better."

Will silently cheered Corny, glad to see that she could go face to face with the old hag in a situation concerning her innocent, in this matter anyway, little sister and still come out the victor. After trading words with the younger girl Nerissa folded away as Lillian peeked her head out of her room. Corny flipped, telling the little girl to get back in bed. Feelings hurt Lillian lashed out with hateful words, making Will wonder if that is what she sounded like when she was railing against her mom.

Matt and Cornelia followed the little girl into her room to finish telling her the story that Matt had begun as Will led the other girls into the living room. Seeing the two Hale girls go at it made Will glad that she was an only child. The minute that Will and the others stepped into the living room, a wave of magic rolled over them in a flash of pink and green light.

"What the - ?" Will asked aloud. The familiar contemporary, utilitarian décor was now Renaissance in appearance, down to the last thread. But that wasn't the biggest problem, because the room had also grown larger in dimension. Or it could have been the fact that the four of them were transformed into Guardians without Will using the Heart, and that they were now the size of little birds. If this was something that Lillian had managed to conjure without trying, what would happen if Nerissa got a hold of this much power? Even is Lillian's power was kept safe and she was trained to use her powers at their full potential – Will could only imagine the dangerous possibilities.

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"Cornelia's bedtime story got the girl wishing again." Napoleon told the Guardian's. It was strange to have to look up to the cat, but the now towered over the girls by a good several inches. Not to mention Matt, who Will had to get out of Lillian's room without being seen or heard. She was now small enough that her head was about the size of Matt's eye, standing only three inches tall at the most. If Will hadn't felt short before, which she had, now she really felt insignificant.

"She's created a glamour zone around the building." The cat continued. "Anyone looking will see a castle and not notice that anything is wrong. Anyone entering the zone will be glamoured as well, still being oblivious to what is going on."

"Great." Matt spoke up from where Lillian had him dressed as a court jester, funny hat and all. "Just what we need, more glamour."

Will laughed and fluttered up to place her minuscule lips against his in a fairy kiss. She loved him all the more for sticking by her side through all the craziness of being a guardian. She then settled on his shoulder that was free of Huggles, who at the moment was down the hall with Lillian.

"That tickled." Matt whispered, not wanting to deafen her for blow her away with the force of his breath. "But in a nice way."

"And then Lillian turned you little dolls into… _littler_ dolls." Napoleon was still talking and gazing down at the three other guardians. "The only area immune to her magic is her bedroom. And even then the window has been magiced to hide the outside glamour."

"So now what?" Taranee asked.

"We wait until she goes to sleep and hope the glamour fades."

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Well the glamour didn't fade, but only got worse. A few minutes later, after Matt and Napoleon returned to Lillian's room the girls were beamed outside, and moments later Nerissa appeared normal sized, but her Guardians were pixie sized like Will and the others. Again a battle, albeit a strange, battle raged. The current guardians fought hard, but without Cornelia they were unevenly matched.

"We got to figure out a way to stop them." HayLin hollered as another wave of magic rushed through Will. Everything began to grow smaller and smaller as she and the others suddenly grew in height. Soon they stood at least four times taller than Nerissa and her Guardians, who were now so small in comparison that they couldn't even be seen.

"Fee Fi Fo Fum, Nerissa is about to be so bummed." Irma kneeled in front of the witch and blasted her with a gout of water and laughing Will followed suit, only with lightning instead of water. But in a blink both girls, as well as HayLin and Taranee had shrunk back down to their pixie height. That was not all though. A large green dragon appeared behind Nerissa, wordlessly telling Will that Cornelia's story was getting a out of hand.

Dodging attacks from both the Nerissa's enthralled Guardians as well as trying to not be eaten or charred by the dragon Will cried out,

"What the heck is Cornelia thinking?"

"Newsflash, Corny never thinks." Irma shouted back.

"Maybe Cornelia doesn't know what's going on." Taranee narrowed her eyes, contacting the missing Guardian with telepathy before flying away and continuing to fight. That is until Nerissa reached up and captured the girls in her hands, squeezing them between her fingers.

"I'm so torn." Nerissa chuckled. "Should I squash you into pixie dust, or just feed you to the dragon."

The dragon looked over her shoulder with one giant glowing eye as YanLin and the others circled about. Will always knew there was a chance that they would die in the name of protection, but she never imagined that it would be like this. A mere shadow of her normal height and power to be destroyed by a corrupt former Keeper of the Heart. And Matt. She would never get to spend her life exploring all the possibilities with him or watch as he matured into the man he was becoming. She would even miss out on watching her friends grow and have their own lives, finding love and happiness.

_I love you all._

Magic bloomed again, this time more powerful then before. Everything was back to normal. The castle was gone as was the dragon, and everyone was back to their normal height. But what had happened? Will looked around in confusion, not sure of what to do next.

"Fools!" Nerissa howled. "The Heart's power has been siphoned. But by who?"

"You'll never guess by who."

Shagon's voice floated on the breeze, making Will's heart stop beating. He was back? But how? Who was controlling the stings now?

"Little Lil gave us her powers, and look what happened. Old habits die hard." Shagon landed on the low wall surrounding the balcony, crossing his arms and pulling his wings in close.

Will was stunned. How could Shagon just reappear out of nowhere when Nerissa had taken his power? And where was Matt? Was he all right? Were Lillian and Cornelia all right?

"You said 'gave _us_ her power'?" Nerissa spoke slowly, as if she were having a hard time keeping up with all the was going on.

"Myself, Huggles and Napoleon." At their names both animals leaped up to land on the balcony in front to Shagon. Huggles looked like Kore again while Napoleon looked like a large cat beast with a collar.

"So, want to finish off the Guardians?" Nerissa asked. "For old time's sake?"

Shagon lasered Nerissa, sending her reeling back from the attack, knocking the seal out of her hand. Her enthralled Guardians just looked on blankly.

"No, Nerissa." Shagon growled. "We are the Regents of Earth and you're trespassing on out mistress' turf."

Kore took out Halinor and Napoleon pounced on Kadma as Will took off and landed in front of YanLin and Cassidy, stunning them with her lightning, relief pouring through her body that something had finally gone right.

"You _so_ had me worried with that old habit line." She complained to Matt as the others rounded up the enthralled Guardians into one pile on to of Nerissa.

"Old habits, new tricks." Matt's voice regained it's normality, though it was deeper and metallic sounding behind the mask. "Guess I'm hardwired for the Shagon morph, but I don't feed on hate; just Lillian power."

"So, you're like a guardian." Oh boy, now they had even more fire power to go up against Nerissa.

"Yeah, are we like perfect for each other or what?" Matt laughed.

"Don't think you've won Guardians." Nerissa opened a fold from behind the wall of fire Taranee had created to keep her away. Her guardians flew through the blue rip. "Just because you thwarted me this time doesn't mean anything. There are other worlds and other Hearts; you can't save them all." Then she was gone as well. The fold engulfing her before closing silently.

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Later that night as Matt walked Will home she laughed softly.

"What?" Matt asked as Huggles slept around his neck.

"It's just that now you're a guardian too." She shook her head. "And here I thought things couldn't get any weirder." They has stopped on the landing to the apartment building where Will lived with her mom, bathed in the glow of security lights.

"Yes, and now I can really help you guys out as well as make up for what happened in the past." Matt stroked her cheek with his thumb, making warm shivers run up and down her spine. "Huggles too."

"Redemption?" Will asked, proud of the fact that Matt was able to see that he could truly so some good with the power that had been given to him. She couldn't ask for a better companion to be by her side in the battles ahead. Even if she did have her fellow guardians.

"And closure."


	4. V is for Victory

**Light Faery Wings, Dark Angel Wings**

**V is for Victory  
**  
Disclaimer: I don't own W.I.T.C.H. or any characters associated with them. This is based on the cartoon, not the novels.

Summary: Will's POV from S is for Self, through Z is for Zenith, and beyond that it is AU.

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Winter was coming on strong in the middle of October. The leaves were beginning to change color and fall from the trees in droves, blanketing the ground in of soft, semi-crunchy piles just waiting for someone to jump into. Also, in Will's mind, this was the perfect weather for hot chocolate and cuddling with Matt, who just happened to agree with her. They would divide their time between the pet store, Will's house, Matt's house and the Silver Dragon. Rarely were they apart, and when they were, you could often hear them talking about the other.

And crazily enough, that is when Sheffield held their final swim team competitions. The Sheffield Sea Slugs; could there be a more unfitting name in the annals of school mascots? Irma didn't seem to think so, often complaining to Will and trying to get her to petition to change the name of the team. It didn't ever work, but it seemed to make the water guardian happy that she was at least trying to change the system.

"I mean, honestly, have you ever seen a slug win anything?" Irma often groused.

Everyone had shown up to cheer Will on as she raced in the women's 200 meter freestyle set. The girls as well as Caleb and Matt took up a block two rows deep and half a row wide, all clustered together towards the floor in the middle of the stands in the temperature regulated pool building. She could hear them shouting even from underneath the water, nearly making her laugh and inhale the chlorinated water.

"I've never seen her swim so fast!" Irma could be heard screaming. "She can swim even faster them me." And coming from Irma whose element was water, that was saying something. Not that many people knew the truth behind the enthusiastic girls' words.

"Go Will! You can do it babe!" Matt was cheering just as loudly, making Will blush as she pushed off her last turn before heading into the final stretch. Will could feel herself burning out, but she didn't stop, pulling as much air into her lungs as she could when she crested. Mere centimeters away from touching the wall, her body gave out, making her come in at second place.

The winner was some girl named Mandy from West Sheffield who reminded Will of Serena Sanchez, the woman her dad was engaged to. She had the same super model hourglass with a small waist and big boobs, considering she was a junior. Sable hair over rich chocolate eyes and a plump mouth drew the eyes of nearly every male in the room, including Matt.

"Nice going Will."

"Keep it up Vandom."

"You rock."

All the congratulatory comments flew right in one ear and out the other as Will watched matt smile and laugh with the taller girl two lanes down. Deep down Will knew that Matt would never cheat on her, but being the insecure person she was, especially about her looks, she couldn't help be jealous of every moment that Matt shared with Mandy. Besides, who wouldn't want someone tall and pretty, not to mention athletic and shapely.

"Hey Will, you were great." Matt approached her where she was vigorously rubbing her hair that, despite the skull cap, always managed to get wet.

"Oh, were you talking to me?" She bent to pick up her duffel.

"Ah, Will, don't be like that." Matt stepped closer. "You know you don't have anything to worry about."

"I – I gotta hit the showers." She couldn't meet his gaze, feeling foolish and guilty over her fears and the way she was treating him. Quickly she scurried away, feeling Matt's hurt blue eyes following her.

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"Someone deserves some ice cream." HayLin tried to get Will to eat the frozen concoction as they celebrated her second place win. The seven of them were squeezed into one booth, three dishes of some sickenly sweet cold treat on the table before them.

"C'mon, you won."

"No." Will sighed, feeling she should get what was troubling her off her chest. "Second place is for first place losers. And I've been failing a lot lately; against Mandy, against Nerissa." Will rubbed her forehead. "We've never beat her, just come to a draw. Even when I managed to take the Seal away from her, it just beamed back into her hands."

"Don't beat yourself up Will, the same thing happened to me; and I'm her son." Caleb reached across the table and laid a hand on her arm. "If I couldn't take it from her no one can."

Unnoticed to Will, but noticed by the girls and Caleb, Matt's eyes went hard at the sight of Caleb touching his girl. So, Matt was just as jealous of any guy just as Will was of any girl. And they, including Cornelia, thought she was the uber territorial one in the group. Taranee and Irma shared a look of raised eyebrows, wondering how long the jealous fest would last.

The lights around the booth became brighter before resuming their normal output, drawing people's attentions. Will knew that the appliances were only responding to her emotions, but she wished that they were more discreet about it. _I mean, come on, strobing lights in an ice cream shop?_ Will rolled her eyes.

"Bright idea?" Taranee asked in a deadpan voice.

"We can't take the Seal because of the Heart of Meridian. The Seal is just the Heart with Zambalan highlights." Will finally took a bit bite of the Dutch Chocolate ice cream before her. "The Heart can't be taken by force, only by someone from the Meridian royal line."

"But Elyon is in the Seal." HayLin had a confused look on her face, but the others looked as if they knew what Will was about to say next.

"Yes, but there is one other who can take the Heart, who can steal the Seal from Nerissa." Will met each of the girls in the eye. "Phobos."

Amid the complaints that the idea was tantamount to suicide and that Phobos couldn't be trusted, Matt spoke softly in Will's ear.

"Are you sure?" She shivered and closed her eyes, both from her reactions to Matt's closeness and the thought of letting loose the one man that they had fought so hard to stop. "I mean, he is the one that the five of you had just defeated before Nerissa came into town."

"No, I'm not." Will shook her head, opening her eyes to look at him in determination. "But it's not like we have much of a choice."

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Will was still having second, third and fourth thoughts as she followed Vathek and Caleb into the cell chamber below the palace in Meridian. Would they be able to control Phobos once they released him? Would they be able to defeat Nerissa even with the Mage Prince's powers? Was Will handing Phobos the Universe to him on a silver platter?

"I still say this is a bad idea." Vathek grumbled as they reached the central platform. Will was inclined to agree with him. She was barely holding back the uncontrollable urge to break down and cry or throw up from the stress of the situation. But, as the leader, she couldn't afford to show any weakness. She was planning, though, to have a breakdown when she got home later that night.

"You reek of desperation Guardian." Phobos approached the lightning bars of his cell, haughtiness oozing off him despite the fact that he was the one in the cage, not her.

"You just reek." Caleb muffled a snort from beside Will. "Here's the deal: we release you with a full pardon if you help us on two conditions."

Phobos' eyes narrowed slightly as he moved even closer to the bars of his prison, mere two feet between him and the edge of the floor he now stood on. Will gulped, not liking the look in the white haired man's eyes. It was this or they would never free the others and the rest of the Universe from Nerissa's grasp.

"Go on."

"One: you help us take the Seal away from Nerissa and Two: you swear to return the power of the Seal to Elyon and Kadma."

"No, my lord!" A man yelled from down and to the right. He looked gaunt and haggard, but they could still see the definition of his muscles on his arms and stomach. "You do not need to barter with these scum; it is beneath you."

"You're concern is touching Raythor." Phobos commented dryly. "But this cell is also beneath me. And above me and all around me."

Raythor has once led Nerissa's Knights of Vengeance before Nerissa had allowed the Knights to be recaptured. The Knights had consisted of Raythor, Frost the Hunter and his mount Crimson, Sandpit the walking embodiment of the sand that used to lay outside of Torus Filney, Gargoyle and Miranda the shape shifting spider demon. After they had been taken back into custody Nerissa had forged new Knights, this time of Destruction, who were led by a Shagon possessed Matt, a demonized Huggles, Tridart of Ice and Ember who was of Fire.

"Swear on the Heart of Kandrakar and I'll release you." Will demanded, ready to have the confrontation over and done with and go home.

"I swear on the Heart of Kandrakar to not use the power of the Seal for myself." Phobos swore with his right hand raised as if in salute. "Satisfied?"

"No, but it will do." _I pray that it will do._

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Now there was another member of the party in the Lin's basement. A normal human glamoured Phobos, making himself look to be no older than Caleb. Speaking of Caleb, in a false voice, he was enrolling Phobos at Sheffield as a foreign exchange student under the name of Paul Meridith.

"Chillin' with the villan." Irma groused from where she sat on the steps leading down into the basement. "Is anyone else weirded out by this?"

"You'll be staying with Matt." Will was telling Phobos, not trusting the man to stay at the Silver Dragon with Caleb. Oh, she wasn't worried about Caleb; she was worried that Caleb might do something to Phobos, like cripple or kill him in his sleep.

"We need to break this up; we've got school in the morning." Taranee told them noticing that the sun was going down outside.

"Yeah, and I've got my second race coming up after school." Will yawned. "So I need my beauty sleep. Not that it works much."

"Will!" HayLin admonished. "I thought we broke you of that habit long ago." Even the guys scowled at her, though Phobos' was tinged with amusement.

"Don't worry guys." Will laughed bitterly. "I know I'm the prettiest girl at Sheffield, after Cornelia, of course." _Yeah right, and frogs are really Prince Charming._

"You got that right." Corny preened mockingly, tossing her long blonde hair over her shoulder. "One great beauty is enough for any school."

"Corny!" Everyone scattered, shaking their heads or laughing at the earth guardian's antics.

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"Good luck Will!"

Will stepped up to Matt where he was talking to Mandy before the race started, fury barely contained. Luckily there were no lightning sparks flashing around her. He glanced in her direction, and the smile on his lips faded. He cocked an eyebrow in question.

"Excuse us." Will grabbed his arm, pulling him away from the other girl, who merely turned and began putting the skullcap on over her hair.

"Is something wrong?" Matt asked softly.

"Why are you talking to Mandy?" She demanded. "She's my competition."

"Wait. Are you jealous?" He asked slowly, drawing the words out, seeming to enjoy her pain and frustration.

"No. Yes." She sighed, knowing she was about to sound like a royal witch. "Just stay away from Mandy."

"Orders?" Matt's attitude did a 180, turning him cold and accusing. "I got enough of those from Nerissa. I never thought I'd get them from you too."

Will's heart turned to ice. _Oh, no. God, I hope I didn't just blow it._ Before she could apologize, the whistle blew, signaling the two minute warning. Matt, with one last searching look, turned on his heel and walked away. She watched him go, feeling anger over the fact that some brunette from Matt's past could make her feel so vulnerable.

"No way I'm losing you to her." Will muttered, emotions out of control. A dishonest plan formed in her mind as she prepped herself for her swim.

Soon Will and the others were off, racing to beat each other to win the second heat of a three heat competition. In the last stretch will gave in to the dark urge inside her and under her breath called upon a small ball of quintessence to cut the lane line to wrap around Mandy's ankle, making her come in second place after Will.

Unfortunately Will felt guilty once she had went into the locker room to hit the showers. Not only had she cheated, which she normally frowned upon, but Phobos had seen what she had done and hinted at the fact that he approved of what she had done to win the race.

By the time she came out of the locker room, her stomach was so upset that she told the others to go on ahead and get some ice cream without her.

"Are you sure?" Irma asked scandalized that, for the second time in as many days, Will Vandom was turning down ice cream again.

"Yeah, don't worry." Will yawned falsely, but it was enough to convince them that she was tired. "I'll see you guys later."

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Now, it was the day of the last meet and Will was trying to decide how to handle her life. After the second meet she had gone straight home, weary to the bone. How much was it to ask for a break in the fighting and the drama that had been so dominant in her life since being chosen as the new Keeper of the Heart.

It was draining to transform even with the power boost she gained along with her powers, and it was just as draining to de-transform the girls. The emotional strain of keeping the truth from the public and her mother, keeping her emotions hidden from the girls during the stressful times and the fears that she and the others would fail, plunging the Universe into darkness was almost too much at times.

If it wasn't for the simple pleasure of having her own room and the ability to quietly vent her feelings through swimming, Will was afraid that she would have exploded a long time ago.

"You'll be great." Matt's voice echoed in her head.

"You'll do great Mandy." Now his voice was tangible.

Glancing two lanes to her left Will saw Matt kissing Mandy's hand and looking at her as if she hung the moon. _Ohhh – wait, something isn't quite right, but I'm not sure what._ Blinking Will shook her head slightly, deciding to turn over a new leaf she ignored the two of them as best she could, preparing to swim her best and deal with everything later.

Doing her best and playing fair, Will came in second, winning the silver medal while Mandy won the gold. In a strange way, it felt good to actually come in second. At least, in the swimming arena, she wouldn't have to strive to beat anyone who came after her title.

There was a ripple in the air followed by a surge of magical energy as Will joined the others after showering. Everyone had left the building but WITCH and the guys, which was a good thing. A fold ripped to life above the pool and the enthralled Guardians flew through the blue haze, their vacant eyes staring at the girls.

"We're going to need more spoons." Irma, as always, commented on the situation with her usual dry humor, referring to the fact that they were about to go and hit the ice cream shop.

Transforming the girls and herself Will lead the charge into battle, reminding them to always change up their partners. In a rotating fashion each of the girls fought the enthralled Guardians, never staying in place for too long a time. It had seemed the battle was again a match when Will noticed that after been dunked in the pool, Cassidy was snapping out of it.

"She's coming to!" Irma joined Will as she floated in from of the cinnamon haired woman.

"Cassidy, were you on the swim team?"

"I remember this place – the Sea Slugs." Cassidy managed to reply before slipping back under the power of Nerissa's thrall.

"Keep her talking." Irma urged, eyes bright with hope.

"You were on another team too; you were a Guardian."

"Until Nerissa made you her mind monkey." Irma snapped her fingers. "But maybe I can fix that."

Inside Will's head, since Irma was broadcasting her telepathic influence to the other thralls as well, she could hear what the girl basically screamed.

"WAKE UP! WAKE UP! WAKE UP!!!!!!!"

"I'm awake." Cassidy blinked as the former Guardians paused in their attacks, throwing of the thrall to their minds. "And done letting Nerissa hit my snooze button."

Crackling filled the air as an angry Nerissa stepped through another fold, lightning forking out from her body. Eyes more wild than Will had every seen the corrupt former Keeper raged at her ex-minions.

"You idiots! Why aren't you attacking them! I order you to destroy the Guardians." Even the air around the black haired woman vibrated from her fury.

"Sorry Nerissa, we're over the whole 'I command you!' attitude." Cassidy replied scornfully. The other part Guardians nodded in agreement.

"No!" Nerissa growled. "My hold over you may have weakened, but not your obligation. I OWN YOU ALL!"

Waving her Seal staff Nerissa transformed the women into their elements and the sucked them into her jewel. She then called upon all five of the powers, transforming herself into a quint-Guardian, the guardian of all five elements. The current Guardians looked on in horror and disbelief, unable to grasp how cruel and evil Nerissa truly was.

"Now you'll never be able to stop me!" Her voice echoed from all the power housed inside her body.

"Wanna bet?" Phobos appeared to Nerissa's right.

"Boo." Another appeared to her left.

"Hand over the Seal Nerissa." A third appeared before the woman. She struck out, blasting the three men with her lightning. Snapping out of their stupor, the Guardians moved in to take her on, only to dodge a large gout of fire by plunging into the pool.

Will popped her head out of the water in time to see Matt running at Nerissa, wondering why he hadn't transformed into Shagon. As he leapt at her, Nerissa's eyes widened and she gasped, fear written on her face.

"You!"

Why was she afraid of Matt? She already knew that he was Shagon fueled by Lillian's power. With a gust of hurricane like wind that picked up all the shrapnel and debris on the pool deck, Nerissa tele-transported away. In her wake was a zone of destruction; half the water from the pool had been splashed everywhere, lane lines lay tangled over the decks having been ripped from their mooring, and what debris had been blown into the air now landed hard, taking chunks out of the concrete where they landed.

As the girls climbed out of the pool they were greeted with a strange sight. Three Phobos' and one Matt stood off to the side, waiting for them.

"What are they? Mogrifs, Astral Drops?" HayLin asked. Matt snapped his fingers, and everything made sense. Matt was Phobos while Matt, Caleb and Blunk were the Phobos' replicas. _That explains why Matt has felt and acted strange_. Will sighed in relief.

"So you weren't hitting on me." Cornelia slipped her arm through Caleb's. Caleb stiffened and growled something under his breath to Corny, who just laughed.

"Or eating crickets." Taranee shuddered in disgust as Blunk smiled and happily patted his stomach.

"Or kissing Mandy." _Thank the Lord that it wasn't him._ Will nearly sagged in relief at the knowledge that she had one less thing to confront and apologize to Matt about.

"You kissed Mandy!?" Matt rounded on Phobos. "You dumb ass."

Phobos merely crossed his arms over his chest and pretended indifference, making everyone laugh.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

"I'm sorry Matt." Will slipped her hand into his larger one as they walked back to her house. Both of them were bundled against the cold, but neither wore gloves, allowing for skin to skin contact. He squeezed her hand and smiled down at her indulgently. Warmth and love slid up her arm to fill every part of her, letting her know that everything would be all right.

"What for?"

"Being such a _witch_ about the whole Mandy situation." She gazed into his eyes, willing him to understand what was going on inside of her. "I know that you had a life before me, other people in your life, maybe even love before me. I never realized how jealous I could get over something so trivial."

"I forgave you." He pulled her close and wrapped his arms around her. She snuggled closer, her arms going around his waist as he buried her face in his chest. "I love you, and you love me. I know you know that, and I know that sometimes insecurities can get the best of us."

"I'm also sorry that my fears sounded like orders." Will pleaded with him, tears pricking her eyes at the hurt inside her. The hurt that she had let him down. "I never wanted to do that."

"I know Will." Matt kissed her softly and warmly. "I didn't want to hurt you either."

"Are we okay?"

"You bet."


	5. W is for Witch

**Light Faery Wings, Dark Angel Wings**

**W is for Witch  
**  
Disclaimer: I don't own W.I.T.C.H. or any characters associated with them. This is based on the cartoon, not the novels.

Summary: Will's POV from S is for Self, through Z is for Zenith, and beyond that it is AU.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

Halloween, October 31st. The one night a year that no one, no matter their age, could dress up and act like children. Normally, Will would love the esoteric holiday, but with Nerissa on the prowl, all the fun of the holiday had been sucked right out of her.

"So, are you dressing up as anything?" Matt asked over the phone. Will flopped down onto her bed, staring up at the ceiling.

"I was thinking about it, but with all that's been going on lately, I just feel like staying in tonight." She also felt like going to bed early, body and mind in a constant state of fatigue. The only time she didn't feel worn out was when she had her Guardian powers flowing through her. Even when she was with Matt she felt draggy.

"You sure?" Matt sounded bummed. But before Will could reply her other line rang. Patching the call into three way Will answered.

"We have serious WITCHsues; get over here now!" Cornelia freaked over the phone lines before hanging up.

"Now what?" Matt grumbled.

"I don't know, but I'll see you there."

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

Once everyone was cloistered in Cornelia's room did Will find out what was going on. WITCH, Matt, Huggles, Caleb, Blunk, Phobos, Cedric, Miranda and Napoleon were all crammed into Cornelia's normally spacious room. It was strange to have the three bad guys hanging out with them, but they made do.

"What's up?" Will asked from where she sat at the head of Corny's bed. "What's with the emergency meeting?"

"You've got to hide me!" Napoleon spoke up, the fur on his back standing on end. "It's Halloween night. It's the one night of the year that the Heart of Earth can be taken by force."

"But I thought you needed permission to take a Heart." Taranee questioned the cat.

"Yes, but Halloween has always been a night of powerful magic. Why do you think people dress up? It's the one night where the Heart can be taken by rubbing out a witches familiar, ME! Until the stroke of midnight, I can't even transform to protect myself."

"Great!" Will felt a plan forming in her mind. "We can use this. Lure Nerissa to us with Napoleon and then Phobos can take the Seal from her."

"Do I have fur in my ears?" The cat asked skeptically. "You're offering me up to Nerissa?"

"Not for real; Nerissa has been on the run because we have Phobos on our side and we have two hearts. We can take her."

Napoleon was frantic, pacing back and forth on the bed, tail twitching madly. Shivers would go down his spine, and his fur, which was still standing on end, would ripple in time to the shiver. Will felt her stomach drop out of her body. They had to protect a Regent who was trapped, helpless in his every day form. The door to Cornelia's room burst open and Lillian, ironically dressed as a witch, went right for her big sister.

"Can I go trick or treating with Chris and Irma? PLEASE?????"

Irma complained when Corny told her yes, moaning that her life was completely ruined, but Will knew better. The water guardian loved the whole Halloween idea. The dressing up, the candy, the fun, the mischief. And Andrew Hornby.

"I think it's time to change into our costumes, right?" Will looked at Matt, giving him a wink. Matt winked back and nudged Caleb.

"Right." Matt lead the procession out the door.

"C'mon, everybody out." Caleb gently pushed Lillian out of the room, followed by Phobos, Cedric and Miranda.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

Once transformed they split up; Irma took Chris and Lillian while the others looked for a place to set up an ambush on Nerissa. Cedric proposed that they use the old bookstore he had used in his cover as a human. Will didn't like the building, but knew that there was really no other place for them to use.

"I don't like this." Caleb muttered from where he walked beside Cornelia.

"I agree, something just doesn't feel right." Matt replied from beside Will. They were in front of Corny and Caleb. Both couples were holding hands.

"So do I, but we need to try something." Will added. "I'm tiered of fighting. I want this over and everything restored to as it should be."

"Yeah, but are you sure this is going to work?" Taranee questioned quietly.

Will was so frustrated at the fact that all of them were questioning her idea. Just because she was the one who held the Heart and was the unofficial leader of the group didn't mean that she was also the one to have all the complaints and questions piled onto her. The situation reminded Will of when she had accidentally let Cedric capture Caleb, and even after saving him, Cornelia still questioned Will's every move and demanded to know why Will was the leader and not her. After all, at that time, Cornelia _was_ the strongest of the Guardians. Will sighed heavily before answering the fire Guardian.

"No, Taranee, I'm not." Matt squeezed her hand, and she returned his affection.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

"You let her get away!" Screeched Will at Phobos after a botched attempt to take the Seal.

Once they had entered the bookstore, Matt, Huggles, Cedric and Miranda transformed. Phobos then glamoured everyone but himself and Will into bookshelves to blend in better before changing the two of them into an elderly couple. Nerissa fell for the bait, coming after the feline Regent of Earth, but after he gave the others away, she followed the cat as he raced away from the bookstore. Even with Matt's powers, the witch got away.

"I was waiting for my moment."

"And in the process, let them both get away." Cornelia spoke up from where she was rubbing the top of her head where Napoleon had jumped on her, momentarily mistaking her for an actual bookshelf.

"Never mind." Will took flight, heading out of the building. "We need to follow them."

The battle raged in several locations throughout Heatherfield, but Nerissa kept moving ahead, hunting the little black cat relentlessly. Even with them having two Hearts, they were hard pressed to hold their own against the evil woman once she had absorbed the other former Guardians into her Seal and their powers into herself. The worst of the battle took place at the Halloween Carnival hosted by Sheffield, Irma covering by telling Principal Knickerbocker that it was their skit for the carnival. But even that lie didn't seem to convince everyone considering there was an eleven foot tall snake man and a four foot tall spider walking through the crowd.

Nerissa began attacking not only Napoleon, but anyone and anything that got in her way, including innocent bystanders. The girls, Matt, Caleb and Huggles tried to keep everyone safe, but with Phobos and his minions not helping, things weren't going so well.

"Aren't you going to help us?" Will fluttered in front of Phobos, lightning crackling in the air around her. Out of the corner of her eye and before she could react Will saw Cedric move, wrapping his tail around her waist in a vice grip.

"What gave you the idea that we would help you?" Phobos asked as Cedric cackled,

"I've been waiting along time for this, Guardian."

_Double crossing jerks!_ Will's mind screamed as she struggled to escape the reptile's coils. Fueled by her anger and desperation she summoned her bio electrical powers and forced the lightning into Cedric, targeting his neural electrical network, momentarily 'shorting' him out. As soon as he let her go, she slipped away, racing to tell the others what had just happened.

"Guys!" Will called. "Phobos is going to let Napoleon fry!"

"Big surprise."

"No kidding."

"He's really not very nice." That last comment was from HayLin.

Caleb was throwing baseballs at Nerissa, mocking her by calling her Mom and Mother, making her even madder. Surprisingly, she never struck out directly at the ex Rebel Leader, showing what little humanity and love that she had left. Will felt Nerissa could still be saved, if the woman would hold onto the goodness and love that being a mother could instill in a woman. Otherwise, they would have to either destroy the woman who used to be the Keeper of the Heart, or imprison her forever.

Matt and Huggles had appointed themselves the ones to run offense between Nerissa and Napoleon. While the transformed doormouse would attempt to distract and pounce on the raven haired woman Matt as Shagon placed himself between the woman and cat, using the same powers he had once given him to defend a friend and fellow Regent. Matt's anger fueled his powers that were already stronger due to the pure power the Lillian had bestowed upon him, neon green optic blasts eating through anything that she managed to throw at him.

Somehow, even with them trying to stop the mad woman, she found Napoleon unprotected. Will froze, eyes wide in fear and dread. _No! What happened? I thought Matt had him._ The woman was grinning evilly, her eyes shining with triumph. She had the cat grasped around his waist, the sharp, knife like spear on the end of the Seal pointed at the cats' soft exposed belly, ready to impel the creature. The large clock in the clock tower of the school chimed the first stroke of midnight, making Will jump, electricity popping around her.

"Will!" Hissed Irma from beside her. "Stop that."

"I can't." She whispered. "You know our powers are tied to our emotions."

"Don't worry doll." Napoleon's voice spoke softly from beside her. Turning slightly, as not to attract Nerissa's attention, Will watched Matt land beside her silently, Napoleon tucked safely into the crook of his arm.

"Matt?"

"Watch." Will could almost see a smirk forming on the bronze mask that covered Shagon's face, a small twinkle in his green eyes. Looking back to the stage where the woman had caught the cat, she saw the black feline shimmer with a blue light, dissolving in Nerissa's grasp. The shimmer floated a few feet away before taking shape and solidifying into Phobos in full regalia.

"Oh, no." Will prayed that she was wrong, but she knew that now they were about to have even more trouble on their hands. The gold and sapphire Mage ring that Nerissa wore on the middle finger of her left hand disappeared to reappear on Phobos' left hand. Then the Seal staff beamed into his right hand and out of Nerissa's, transferring its power into the faux Prince of Meridian.

"No, this isn't possible!" Nerissa screeched as she was dissolved into her quintessence element and then sucked into the Seal with the others she had trapped within the jewel. Phobos flared briefly with all the power that was in the woman, the power over the five elements as well as the mystical power over the Hearts of Meridian and Zambala. Not to mention all the magic that he had inherited as an heir to the throne of Meridian.

A wave of dark power rolled out from the white haired man, nearly choking Will with its intensity. She swayed in her feet, her vision darkening with brightly colored spots dancing in the darkness. She felt several hands grip her to hold her upright, but only a large set of male hands remained firm as the others soon let go. Will, weakened by the 'wrong-ness' of the Meridian power, leaned back against whoever has holding her up. She had a feeling it was Matt as Shagon, but it could also be Caleb. She wasn't sure, and couldn't be until she could regain her vision and her strength.

"Now begins the reign of Phobos!" The man cackled, Cedric and Miranda joining in. Will's skin crawled as yet another energy wave surged, but this one was rolling toward the stage, not away.

"He's gone." Taranee remarked dryly as gasps rose from the crowd of onlookers as the man, snake and spider disappeared. "He opened a fold and they went through."

"What happened?" Will's vision began to clear as she felt gravity shift and the hands holding her tightened. The sound of flapping filled her ears as the night sky came into focus. The girls were flying around her, Caleb being held by Cornelia. _That means Matt must have me._ HayLin had a de-transformed Napoleon in her arms, and Irma had a doormouse Huggles around her neck.

"You had a bad reaction to the power Phobos was giving off." Matt spoke quietly in her ear, but was loud enough for the others to hear. He had her cradled in his arms like a bride, his grip firm. Will snuggled closer, soaking up the warmth coming off him, not wanting to try and fly in her condition.

"You had the same reaction you had to the Meridian writing about Cedric." HayLin told her, having been the one who was with Will the first time she had passed out from the writing.

"And in the bookstore when the girls disappeared." Caleb added.

"As well as the Book of Secrets." Taranee spoke quietly, apparently harboring some bad memories from the episode concerning the book and saving Elyon from her brother.

"Bad reaction?" Matt asked, clearly out of the loop.

"You have no idea."

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

"What a night." Will collapsed onto a bench in the park. They had split up shortly after Phobos left, Cornelia taking Napoleon home and Irma picking up Chris from Cornelia's, whose parents had agreed to watch him until Irma could pick him up. HayLin and Caleb retuned to the Silver Dragon while Will and Matt went off on their own.

"Yeah." Matt plopped down beside her, Huggles asleep in the pouch on the front of Matt's hoodie. "So, you've had a bad reaction to Meridian magic?"

"Only when Phobos wields it, including any writing that is linked to him." Will closed her eyes and laid her head on his shoulder. Matt moved to wrap his arm around her, making himself a better pillow for her.

"So, Elyon's power doesn't bother you?" He tilted his head to rest against the top of hers.

"Nope." Will yawned hugely. Matt laughed, shaking her with his mirth. "And I was hoping to go flying with you tonight."

"Flying?"

"Yeah, this is the one night – morning – a year that we can be who we are without freaking anyone out." Will reasoned, burrowing deeper into his embrace. "We can just spend some time together in out other forms, just fly away for a little while and forget our worries for a short amount of time."

"You still want to?" Matt asked quietly.

"No, I just want to go to bed and sleep for a week."

"A woman after my owon heart."


	6. X is for Xanadu

**Light Faery Wings, Dark Angel Wings**

**X is for Xanadu  
**  
Disclaimer: I don't own W.I.T.C.H. or any characters associated with them. This is based on the cartoon, not the novels.

Summary: Will's POV from S is for Self, through Z is for Zenith, and beyond that it is AU.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

Will knew that it was only a matter of time before Phobos would attack Meridian, but it had never occurred to her that he would begin his attack as soon as dawn rose over the kingdom that he had once ruled. Luckily, due to the dimensional time difference, the attack happened after school.

"Man, I can't believe that finals are next week." Matt flopped onto Caleb's cot in the Silver Dragon's basement, Will moving to sit beside him. The girls all took up perches around the room, dropping their bags with a groan. Finals would be tough, considering that this was really the first time that they had to deal with any sort of serious exam while being Guardians.

"Yeah, and they start on Tuesday." Irma groused.

"At least we have Monday kinda off, but with cramming for the tests; it won't be a day for fun." Taranee tried to make the whole experience sound better than it was. Will gave her points for that.

Will shook her head with a yawn, causing everyone else to crack a yawn as well. As everyone was complaining at her for starting the chain a fold ripped open, Caleb and Blunk stepping through. Cornelia was the first to stand and greet them, well Caleb anyways. The couple shared a kiss.

"Get a room you two." Irma threw a nearby pillow at them. Caleb broke the kiss to catch the pillow one handed, the other hand still wrapped around his girlfriend's waist.

"You're just jealous." Taranee waved her hand airily. "Just because you can't decide between Martin and Andrew doesn't mean that you can slam other people's relationships."

"Ouch." Irma came back dramatically. "This coming from the girl whose Mother is a judge and would love nothing more than to throw her daughter's boyfriend in jail until you're both too old to do anything about it."

Taranee merely sniffed and crossed her arms, flames glinting in her glasses, the only sign that she was royally pissed off. Will glanced at Matt who was trying to suppress a chuckle. It never ceased to amaze Will at how well Matt had taken all of the things that had happened to him since he had become attracted to her. Being a Guardian, trying to help them, becoming a possessed pawn of Nerissa, Lillian giving his the power to protect her and her kingdom, and surviving her irrational jealousy bouts.

"What's up?" Will asked the chocolate haired youth who still had an arm wrapped about the earth Guardian's waist.

"Word has it that Phobos is on the move headed towards the palace." Caleb turned serious. "We need the Guardians."

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

People serving as warriors swarmed the Palace of Meridian, both fighting for and against Phobos. No matter what the girls threw at the sorcerer he managed to return two fold. Will knew everyone was fighting their hardest, but it was never enough.

"How's it going out there?" Will asked Irma, who had flown in a broken window. Will was inside trying to evacuate the castle's residents through the tunnels that led to the plain outside of the village limits.

"Not good." Irma replied, looking worn and tiered just like everyone else. "And he hasn't even made his grand entrance yet."

The moment the words were out of her mouth, Phobos broke down the door with a deafening blast. Will gave her a look that said 'you had to say it' before flying up into the air to fire at the man who was invading what wasn't his. Matt in Shagon form was matching her move for move, teaming up his plasma like optic blasts with her electrical lightning, having found out that each power feeds off the other, packing a quadruple punch. Unfortunately it wasn't enough to even knock Phobos back a step.

"Blunk, double fold to Kandracar and Heatherfield, NOW!" Will commanded, knowing that Elyon's place was lost. Elyon's adoptive parents rebelled against retreat, but Matt swept them both off their feet, plunging into the portal.

Irma and HayLin built a wall of ice to stall Phobos as they made their escape, Taranee encasing the fleeing people with a bubble of flame to keep anyone away who wasn't wanted.

"Darn it." Will screamed before following everyone through the blue haze of magic, frustrated at the fact that they always seemed to be on the run from not only Nerissa but now Phobos. They were the Guardians of Kandracar; they controlled the five elements as well as their other ethereal powers, that wasn't something to scoff at. And yet, they never seemed to catch a break. Will was tiered of it all.

"Oh." HayLin collapsed onto the floor of the Silver Dragon's basement. "Ever since Phobos' Halloween coming out party, it seems like we've been fighting 24/7."

Corny collapsed onto the cot along with Irma and Taranee. Will, unwilling to show how exhausted she really was, turned to close the fold, pushing thoughts of the failed battle from her mind. She them de-transformed the girls.

"Technically, we have." Will replied as she made her way to the stairs that led up into the restaurant. "At lest we have some crash time before having to get back."

"Good, because Caleb needs us." Corny stated firmly.

"I know, but if we don't get some rest we won't do anyone any good." Will trudged up the steps, hearing the others follow her. "Besides, Matt is there with him along with Vathek and Drake."

"Also, we have school in the morning." Taranee added, earning groans from the girls.

"She had to go and ruin it, didn't she?" Irma asked rhetorically.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

It felt odd going to school that morning knowing that Matt was with Caleb fighting the fight that Will felt she should be fighting by his side. Will figured that this was what Cornelia felt, the urgency to get back to the one that you love, to make certain that they are okay. She hadn't slept well that night, worried that Matt would be called away from the Fortress at the Heart of Infinity to fight another wave of Phobos' terror. As long as he remained in Kandracar, Will knew that he was relatively safe.

Meeting up with the girls in the courtyard at Sheffield proved an adventure. HayLin was freaking out about an art contest she had signed up for months ago.

"So break out the brushes and whip up a masterpiece." Cornelia tossed her hair in her usual 'I'm beautiful, I demand you look at me' attitude. "Do you need a model?"

"It's not that easy." HayLin moaned. "'My Xanadu'?"

"Xanadu. It was a mythical paradise created by the legendary king Kubla Khan." Taranee supplied. "Obviously the judges want to see your take on paradise."

"There you go HayLin, easy." Will said glad once again of the fire Guardian's genius.

"No it's not." HayLin replied. "Haven't you been paying attention? Zambala: disaster, Kandracar: disaster, Meridian: mondo disaster. I am completely blocked."

Even at lunch HayLin was having trouble coming up with an idea for the contest. She had one of her well loved art textbooks before her, staring at it. Will hoped she would find inspiration soon.

"You could like blink or something." Irma told the Asian girl.

"I like art as much as the next truly fashionable person, but you really need to blink and quit staring at that book." Cornelia added, curling her nose delicately at her tray of cafeteria food before pushing her tray away.

"I'm not staring, I'm praying."

Will understood praying. It was something that she did every day and night. She prayed that they would defeat whoever they were up against. First it was Phobos, then Nerissa, and now it was Phobos again. She also prayed that they would survive every battle that they went into, knowing all to well that this was life and death, not just a game to amuse themselves. She prayed simply to pray, even though she wasn't terrible religious. She believed in God and knew that she was saved and going to meet Him one day, she just hoped that day wasn't any time soon.

Will was brought out of her musings by HayLin hyperventilating over something that Principal Knickerbocker said. She was madly fanning herself with her hands and demanding to know if she was the only one feeling hot and couldn't breathe.

"If it's any consolation," Eric spoke up from where he sat beside HayLin, his girlfriend. "You don't actually have a painting."

HayLin turned from red to white to green in a matter of seconds before dashing away from the table and out of the cafeteria. The girls jumped up to follow her as she headed to the bathroom, where she immediately threw herself into the first stall and began to retch. Will was surprised by this. If HayLin could handle anything Phobos and Nerissa could throw out, then why couldn't she handle a deadline? Irma asked the question out loud.

"Duh, her utmost idol is coming to judge the paintings. Lele Quinonez has always been an inspiration to HayLin, and to know that she is going to see on of her paintings has completely freaked her out." Taranee explained as HayLin stopped throwing up.

The youngest girl rinsed her mouth out and washed her face.

"I need to set up in the studio and think. You guys want to come?"

"A reason to blow off class on a Friday?" Irma pretended to think the matter over. "You bet."

"We really should be getting back to Meridian if we're going to be skipping class." Cornelia complained as they trouped down to the art studio. Once there HayLin set up a blank canvas and stood staring at it.

"Any ideas yet?" Will asked.

"No."

…

"How about now?" Irma asked.

"Still nothing."

"Here it is." Taranee announced into the silence. "'Kubla Khan' by Samuel Taylor Coleridge."

"You're reading her a poem?" Corny demanded.

"This is the source material." Taranee cleared her throat and then began to read. Will zoned out, not interested in some dead man's version of paradise.

Will's paradise would be a place where there was no more fighting, no more war. A place where she and Matt could live in peace. A place where all the guardians could live in peace with the ones that they love. She missed Matt. Will wanted him here with her; she wanted Caleb here with Cornelia. She wanted Elyon and the others freed from their jeweled prison. She wanted both Phobos and Nerissa in a place where they could never harm another person again.

"Come on guys." Will stood and beckoned the girls. "Let's leave HayLin alone to think. I'm sure she'll come up with something."

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

That night was the night. HayLin's painting was going up to be judged and critiqued. Will was glad that when she was swimming she didn't have to look at those who were grading her as she swam. The air Guardian's painting was magnificent and still wet. She had barely finished in time for the competition, having changed in record time when her parents brought her clothes from home. It was HayLin's turn to e judged.

"I call it 'Meridian at Dawn'." HayLin told the director of the Museum of Modern Art as he made his rounds judging the artwork.

"I think you misunderstood." The balding fat man told her un a falsely kind voice. "You were supposed to render 'Your Xanadu', a paradise, not a nightmare."

It was true, except for a rising sun with an artistically unrealistic version of WITCH within it; the painting was dark in nature. Phobos Castle was in the background as well as thorny vines while Cedric in snake form was rearing up to attack the girls.

"But paradise is a state of mind." HayLin countered. "It is the promise in every sunrise and the chance to make the world a little better."

The man looked puzzled for a moment before moving on and declaring the winner as a rotund redheaded boy who painted a field of bunnies.

"Nobody listens to genius." Irma muttered. Will looked up to glare at Irma, but caught sight of Matt and Caleb coming their way through the throng of people in the auditorium.

Both wore similar expressions of seriousness, grim in their determination to reach the girls. They silently slipped in beside them, making sure no one noticed their presence. Matt slipped his hand into Will's. He squeezed it quickly before inclining his head towards the exit, plainly signaling that they needed to talk.

"Hey, with all this excitement, I'm going to freshen up. Anyone else?" _Great_, Will thought. _Subtle as a meat cleaver._ The girls nodded yes so they all trouped towards the ladies room before bolting out the door once out of sight of the crowds.

"Jeek sold Phobos the location of the new rebel HQ." Caleb said without preamble once they were outside. Matt morphed into Shagon as Will transformed the girls before opening a fold. It was time to fight, and Will had a feeling that it wasn't going to be pretty.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

As they stepped through the fold into the Infinite City, a huge hole was ripped out of the roof to reveal Phobos and his minions. The battle was on. Swarms of lurdens and other dark creatures flew into the chasm to clash with the vastly outnumbered rebel army. Even with the city being infinite, they were in cramped quarters trying to fight a villain that thought nothing of comfort. He was raining down rocks and debris upon not only the Guardian's heads, but the heads of his soldiers as well.

"We have to do something!" Will screeched dodging a lightning bolt that was three times as powerful as anything she could produce. She managed to miss the bulk of it, but the edge of it ripped through her left sleeve, burning her arm. She screamed in pain, her own lightning dancing around her in response to her cries.

"Will!" Matt called her name and tried to get to her, but Phobos shot him down with another lightning bolt, this one hitting square in the chest. Feathers fell from his black wings as he plummeted to the marble floor below.

"Matt!" Will sped towards him, unaware that Phobos was now shooting fire in all directions. One of her wings got caught, singeing badly. Unable to fly properly, Will also fell from the sky like a lead balloon. She closed her eyes and waited for the bone breaking impact, yet all she felt was her being cushioned by something that was hard and soft at the same time. Opening her eyes Will saw that Matt had caught her even though he was bleeding sluggishly from the wound on his chest.

"You okay baby?" Matt asked softly even as the battle raged around them.

"Yeah. You?"

"I'll live, but we have to get out of here. If we keep fighting we're going to end up captured or killed." Matt sat Will on her feet, turning his head to blast away at something.

"You're right." Will agreed reluctantly. "Everyone retreat!"

As everyone escaped through the several folds Will opened Phobos threw a tantrum and dislodged part of the roof of the City, bringing a huge chunk of marble down. Cornelia tried to hold it up, but it was too heave for her to handle by herself. Taranee and HayLin tried to help by creating an updraft, but it wasn't strong enough. As they escaped, the Infinite City in that area collapsed, making the land and buildings above it sink into the ground.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

In Kandracar Cornelia was taking a head count when she noticed something wasn't right.

"Will, where's Caleb?" Her blue eyes were big with fear. Will knew that this wasn't going to be easy.

"He – didn't make it."

"WHAT?" Corny screamed at her. This was the second time that Will had let Caleb be captured, and Will felt terrible because of it. But if anyone could take care of themselves, it as the former rebel leader.

"He didn't make it through, and neither did Blunk." Will told everyone. "I didn't feel them step through the fold before it closed."

"You mean they're still on Meridian?" HayLin asked fearfully as Blunk's mom began to wail for her 'Blunkey-poo'.

"You lost!" Drake nearly grabbed Will by the neck he was so angry, but Matt stepped in front of Caleb's cousin. "And you let Caleb get captured."

"Drake!" Vathek rumbled. "It wasn't the Guardian's fault."

"They have done all they can to help us." Aldarn added. "Who knows where we would be without them."

"No, Drake's right." Will took a deep breath before looking everyone assembled in the eye. "We lost on purpose."


	7. Y is for Yield

**Light Faery Wings, Dark Angel Wings**

**Y is for Yield**

Disclaimer: I don't own W.I.T.C.H. or any characters associated with them. This is based on the cartoon, not the novels.

Summary: Will's POV from S is for Self, through Z is for Zenith, and beyond that it is AU.

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"You what?" Tinar yelled at the same times as Drake demanded,

"What do you mean, you lost on purpose?"

"Guys, guys, calm down." Will held up her hands for silence, praying that they would understand why the Guardians did what they had. "If you'll give us a chance we'll explain everything."

"You had better."

Will sighed and rubbed the back of her neck. Drake and Tinar were two of their best allies, but they tended to be a bit thick headed. Most Meridianites were for that matter. She knew how convoluted and twisted their explanation was going to sound, but the reasoning behind it was solid and still is. Looking to the Matt and the girls she saw them nod encouragingly, indicating that she was about to do the right thing.

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_It all occurred to me several weeks ago. Only an heir to the Meridian throne could take Nerissa's Seal, unfortunately the only available heir was Phobos. And he was in prison. We figured that he would do anything to get out, including help us defeat Nerissa. Caleb and I approached him with our proposition that if he helped us defeat Nerissa, return the Hearts of Meridian and Zambala to their rightful owners, free everyone trapped inside the jewel and not try and take the power for himself, that we would grant him a full pardon. We knew that he would take the bait and help us for his own selfish reasons, and we were ready. He took the Seal away as we had anticipated and moved to attack Meridian as we planned. _

_We knew, in order for everything to happen according to plan that Phobos had to recapture Meridian for himself. We also knew that the transition had to be as quick and as painless as possible for the inhabitants of Meridian. Phobos would have suspected something if we hadn't put up a fight, but we only fought enough to make Phobos think he was winning against us._

_We recruited Raythor after he had been imprisoned the second time. HayLin, invisible, paid him several visits, reasoning with him that Phobos wasn't a man worthy of Raythor's fealty. Raythor prided himself on his honor and thought Phobos was an honorable man as well, but when Phobos broke into the jail behind the Waterfall and freed all his minions, Raythor swore his loyalty to the Guardians. He's been a double agent all along._

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"Yes, but how does that explain why you left Caleb and Blunk behind?" Vathek asked in a confused tone.

"We didn't leave them behind in purpose." Cornelia raged at the general assembly. "Do you honestly think I would willingly leave my boyfriend behind like that?"

"Cornelia is right." HayLin added. "We had no way of knowing that they would get left behind."

"We'll rescue them, but it will have to wait a few days. We need to go back to Earth and our lives for appearances sake." Taranee told them.

"So how does letting Phobos win play into all of this?" Tinar asked disgruntled that his questions weren't being answered.

"The oath." Will told him. "It's all about the oath. When I freed Phobos he swore on the power of Kandracar not to take the power for himself."

"Never swear on Kandracar when you're a baddie." Irma intoned piously.

"By swearing on Kandracar and the breaking his vow the rules have changed. Even as we speak Raythor is convincing Phobos to not go after Earth, but Kandracar itself."

Murmurs of discontent spread through the crowd, growing louder by the second. How dare the Guardians condone the attack on the Fortress at the Heart of Infinity. They were no better than Phobos or Nerissa. Irma put two fingers in her mouth and whistled sharply, silencing everyone.

"Knowing Phobos, he will want to be in the thick of the action that will be taking place here, in Kandracar. The very place his oath was based upon, the very place that he went back on his word." Will continued with a grateful glance to the water Guardian who winked in reply.

"By stepping foot into Kandracar, the power of his broken vow as well as the power of Kandracar as well as Zambala and Meridian will be forfeit to him. He will lose his hold on the Seal, releasing everyone within the jewel and returning the Hearts to their rightful owners."

"I see." Luba, Auramere Guardian spoke up, whiskers and ears twitching with renewed vigor. "All the rules of Permission Magic are at play. Phobos breaks his vow and enters the world he swore not to and mystically forfeits his hold on the power."

"And with Nerissa trapped in her own Seal, she has no way to control its power, so everyone and everything taken will be reverted to normal." Taranee added.

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"Can you believe finals are tomorrow?" Taranee moaned. "And with this headache, I'll never get any last minute studying done."

"What are you talking about?" Irma asked as they had dinner in HayLin's room. "You know everything that's going to be on all the tests. Just yield to it and maybe your headache will go away."

"Great advice Miss C Average."

"Hey, I'm fine with my grades."

"Girls, we should head home and get some rest." Cornelia spoke up, surprising them all. "I need not only my beauty sleep, but I need to recharge my batteries."

Later as Will slept in her bed she heard a voice in her mind, but rolling over she ignored it until it screeched,

"_WILL WAKE UP!"_

"_Taranee?"_ Will sat straight up in bed, hair flying everywhere. Why was Taranee telepathically calling her in the middle of the night? Why couldn't wait until morning when she was fully conscious? _"What's wrong?"_

"_We need to get to Meridian now. Caleb and Blunk are in trouble."_

"_How do you know?"_ Will got out of bed and quietly pushed up her window so she could look down three stories to the African-American girl below.

"_Maybe I'm psychic or something, how am I supposed to know? We need to go now."_

Will, forgetting that she was in a long sleep shirt and socks transformed herself and Taranee before flying out of her window and ripping open a fold to the underground jails of Phobos Castle. Will knew Raythor would be one of the ones guarding Caleb and Blunk, and she knew he would clear the way for them to free them. Arriving at the cell holding their friends, Taranee let loose a fireball to distract Frost and the Tracker. Gargoyle and Sandpit has apparently been turned by Raythor, since after the command to scout the tunnels they remained where they were.

"Are these the only ones?" Will asked the tall man as Taranee melted the bars of the jail cell.

"Yes. I couldn't risk approaching Frost or the Tracker, neither of them have honor." Raythor motioned to the two creatures behind him. "But these two remember how they were treated under Phobos and Nerissa and don't want any part in it."

"Good, we can use all the help we can get."

"Blunk confused." The green Pasling complained. "If skinny man and monsters good, then who bad?"

"Not now Blunk, I'll explain everything later." Caleb told his unusual sidekick.

"Raythor, we found nothing." Frost's voice floated down one of the corridors, startling them.

"Make it look good Guardian." Raythor told Will, bracing himself for an impact. Gritting her teeth and hating the fact that she would have to hurt a friend, Will hauled off and punched Raythor with all her might, her impact nearly superhuman due to her transformed state.

As Frost and the Tracker entered their view Will lanced them with lightning as she opened a fold for them to retreat through. Caleb had to pick up a confused Blunk who was still demanding answers before diving through the opening and into Matt's back yard.

"Blunk demand to know truth." The Passling stomped and barely shod and hairy foot impatiently. "Blunk not like being kept in dark."

"You know what the plan to let Phobos win was need to know?" Will knelt before the green troll like creature.

"Yeah."

"Well this was needier to knowier." She then proceeded to give him the Cliffs Notes version of what she told the others in Kandracar.

"Blunk need DVR to keep up."

Beside her head Will heard Matt's window slide up and felt Huggles jump onto her shoulder. _Oh man,_ Will thought. _I didn't mean to wake him up. He needs his sleep just as badly as we do._

"A DVR huh?" Matt's sleepy voice asked with a laugh. "Didn't know you knew what those were stink bait."

"Ha ha, very funny dark angel." Somehow the two of them along with Caleb had gotten into a habit of calling each other names as a sign of solidarity in a world teeming with girls. Matt and Caleb laughed while Will opened a portal to Kandracar.

"This will express you to Kandracar where someone's Mom will be happy to see her Blunkey-poo."

Before Blunk could protest more Caleb scooped him up and jumped through the blue haze, the portal disappearing behind them. With a wave Taranee took off, leaving Will standing alone outside Matt's window.

"Sorry, Matt." Will blushed as he looked her over with sleep darkened eyes. "I didn't mean to wake you and Huggles up."

"No problem, I was just dreaming of you anyways." He grinned in a way that made her heart speed up and her ears burn. "But the way, nice outfit."

Startled Will looked down, realizing how little clothing she actually had on in civilian form. Blushing to match her hair she glared playfully at her boyfriend. Huggled chattered in a way that made it sound like he was laughing before launching himself off Will's shoulders and back into Matt's room.

"Bad Matt." Was the only comeback she could think of considering her brain was turning to mush.

"Oh, but you like me that way." His voice took on a deeper tone like it did when he was transformed, somehow knowing that the smokier sound made her nerves flare to life in a way that made her excited and uncomfortable at the same time. "Give me a kiss before you go?"

With a put upon sigh that was playful Will lifted her face to his to accept his kiss. His lips came down on hers firmly but not forcefully, making her open herself up to a true kiss. Matt tasted like peppermint as Will grabbed onto the window sill to avoid melting into a puddle of goo. Slowly, with a tortured moan Matt pulled away from Will, ending the kiss. His eyes were black from the passion that existed between the two of them and their gaze intense.

"I should go." Will brushed her hair from her eyes. "I love you."

"I love you too Will, sleep well."

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The next day the girls and Matt were relaxing in a grassy patch of shade in the quad of Sheffield after their first day of finals. Matt was propped back against the old pine tree that was providing their shade from the early December sun. Cornelia had coaxed the tree to thicken its needles and the winter grass below them to plush up before they had settled down. Will was leaning up against Matt's side, Irma's head cushioned on Will's knees.

"You were right." Taranee plopped down beside HayLin, who lay on her stomach doodling in her notebook. "I yielded to the learning and I aced my tests, I know it."

"That Trig final was harsh." Matt sighed playing with Will's hair. "But then again, it never tried to take over the universe." Will laughed, enjoying the peacefulness of the moment. Matt was safe with her as were the girls and it was a beautiful day, but Will knew it was all a façade. The battle was approaching.

"It's never tried to take over the universe as far as we know." Irma replied. "You'll never know; anything that sadistic _has_ to be evil."

Suddenly Taranee popped up, startling them all.

"Oh my gosh, I hear you." Apparently she wasn't talking to any of them.

"What? What is it?" Cornelia asked popping up as well.

"Sshh, I can't hear them and you at the same time." Taranee was concentrating hard on whatever was going on. Will pulled herself away from Matt's embrace, ready to face Phobos and get the fight over with.

"It's Elyon. And their good, better than good, as in great." Taranee gushed. "HayLin, YanLin never went bad. Nerissa sucked her into the Seal and replaced her with an AtlerMere, but she's good too."

"Yes!" HayLin danced crazily. "I knew Grandma wouldn't betray us."

"Everyone, including Nerissa, are trapped in the Seal, but they can hear Phobos." Taranee paused. She then jumped up and faced Will. "It's time to go, Phobos is about to invade."

Will transformed them as Matt changed, muttering that he wished Huggles and Napoleon were with them. They then folded to Kandracar in time to see a portal like fold slither over part of the remaining fortress, the throne room of Phobos Castle visible on the other side. He had somehow made a dimensional gate large enough to swallow half of both structures, semi blending the two.

The battle began once the gate stopped moving, the portal fully open. Phobos' army invaded without preamble, being led by Raythor, Frost, and Miranda. Gargoyle, Sandpit and the Tracker followed close behind and were followed by lurdens and other foul creatures.

"Phobos has decided he won't dirty his hands until you and your friends are defeated." Raythor had joined the battle, mock fighting Will, but trying to make it look as real as possible.

"What?" Will was panting from exertion. "We need him to come over for the plan to work."

"I know." But as he said that the portal shimmered again and Cedric slithered through, three times bigger than he had ever been before, and he was big then.

Without saying a word Cedric turned the tide of the battle, knocking out several people in one swipe. He was plowing through the good guys with both clawed hands and a deadly tail that could swipe a person off their feet just as easily as it could crush someone. Matt was darting around him, blasting him every chance he had, trying to wound the snake man enough for the Guardians to take him out.

Will was watching as Matt dove in for a strike to Cedric's slitted eyes when a large, clawed hand knocked him from the air, ripping feathers from his black wings. Will didn't see much blood, but she knew that he had to be bleeding severely having lost to many feathers.

"MATT!" Will screamed diving to where her love had fallen, knocked flat by the blow. Her concern for him distracted her, making her an easy target. Cedric, granted a fraction of Phobos' power, blasted Will with her own power, making her convulse so badly that she could no longer fly. She fell from the sky to land roughly beside Matt, who was trying to gather himself up for another attack.

"Will!?" He reached over to help her up, but a pressure suddenly pushed her roughly down by her shoulder. Frost was standing on her while his mount Crimson had a massive foot on each of Matt's wings.

"Bow before your superior Guardian." The hunter growled. So Phobos was finally going to make an appearance. _It's about time_.

Cedric stood beside the main opening between both dimensions, awaiting his prince. There was silence in Kandracar as everyone held their collective breath for Phobos to step foot on the sacred fortress. Would their plan work? The theory was solid and well tested over the centuries, but would it work in this generation? Would the power be stripped from Phobos once the placed one slippered foot upon the pale pink marble at the Heart of Infinity? Only a few more steps.

The unthinkable then happened. One step away from crossing the threshold, Cedric swooped down and in one move swallowed Phobos whole.


	8. Z is for Zenith

**Light Faery Wings, Dark Angel Wings**

**Z is for Zenith  
**  
Disclaimer: I don't own W.I.T.C.H. or any characters associated with them. This is based on the cartoon, not the novels.

Summary: Will's POV from S is for Self, through Z is for Zenith, and beyond that it is AU.

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Darkness. It was so dark that the girl couldn't see the hand in front of her face. _Where am I?_ The girl thought to herself as she tried looking around. Out of the corner of her eye she noticed a faint beam of light. It was the only lead to finding out where she was so she followed the light. As the dark receded she saw four other girls there as well. There was a tall blonde, a short Asian, an African-American with glasses and medium height brunette.

"_Where are we?"_ The girl asked, looking at each of the girls.

"_I don't know, but none of you are supervillans? Right?"_ The brunette asked.

"_Who are you, and why can't I remember my name?"_ Tears trickled down the young Asian girls face.

"_I have a feeling that we need to let the memories flow."_ The black girl sat down and the others followed suit. They all then joined hands. _"Yield to the memories."_

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Will barely refrained from puking her guts out at what she had just witnessed. Cedric had just swallowed Phobos whole, staff and all. Trapped under Frost's foot Will closed her eyes wearily. _Well, that plan has gone to hell._ Will couldn't believe that they hadn't foreseen this, then again, who would have imagined that Cedric would swallow Phobos whole. Now they needed to make a plan to beat the super snake without damaging any more structures and risking any more lives.

"So don't want to be around when he -" Matt muttered ruefully.

"Miranda, it is time that I take my place as the universe's rightful ruler." Cedric lifted the spider girl to stand on his shoulder.

"What would you have me do, my love?" The demon asked.

"LOVE!?" HayLin echoed in horror.

"That is just gross." Taranee sounded sick.

"And I thought swallowing Phobos whole was enough to make me hurl." Trust Irma to put the situation into perspective.

"It was a brilliant plan, Guardians, tick Phobos into revoking his claim on his power by breaking his oath." Cedric hissed. "But I made no suck vow. And since the power resided in me, I have absolute control.

"Raythor, take charge here and finish the Guardians. I plan on taking the Heart of Earth itself; Heatherfield."

"The Knights of Vengeance are honored that our service is valued." Raythor bowed. "Gargoyle, Sandpit, show your master where your true loyalties lie."

Gargoyle and Sandpit attacked Cedric as Raythor plowed into Frost who knocked Crimson over, freeing both Will and Matt. Raythor helped Will up, naked sword ready in his hand. Will barely heard Cedric telling Miranda something, but right now her mind was intent on trying to get away.

"Go Guardian." Raythor commanded. "Prepare your world for battle."

"No, Caleb!" Cornelia gasped, knowing that he would stay behind. Caleb gripped Corny around the waist and planted a kiss on her lips, using his sword to block the Trackers mace.

"Go, Kandracar and Meridian have already fallen. We can't let Earth fall or everything will be lost." Caleb pushed the earth Guardian away from him, plunging into battle. "We'll handle this."

Will opened a fold as the girls and Matt gathered around her, Cornelia being hesitant to go. The fold opened onto Shell Beach across the bay from downtown Heatherfield where the girls used to practice their powers. They didn't have much time, Cedric would be opening at fold any minute, and the Regents needed to act fast if they want to keep Earth clueless.

"Matt, I need you to do something for me." Will laid her hand on her boyfriends shoulder once he had de-transformed back into his human form. "We need the Regents to help us."

"You know we'll fight right by your side." Matt vowed for the others, knowing that he spoke true.

"No, we need you to do something else." Will shook her head. They needed to keep the civilians safe.

"Forget it, there is no way I'm skipping the battle." Matt rounded on her and the girls, jaw set stubbornly.

"C'mon Matt, Earth is blissfully clueless and we want to keep it that way." Taranee tried to reason with him.

"Yeah, it's nice to have a normal life to come home to." HayLin stated with her hands on her hips. She may be short and normally even tempered, but she inherited her strong will from her grandmother.

"We need you to make Heatherfield one ginormous glamour zone." Will laid out their plan that Taranee had broadcast to the girls with her telepathy as they came through the fold. "Keep our vision clear, but give the residents of the city something that won't short circuit their brains."

"Yeah, fine." Matt sighed, knowing that he had to leave the fighting to the girls. "But I don't like it."

Will stepped closer to Matt, knowing how hard it was for Matt to sit on the sidelines, even though the task he and the Regents were to perform was just as vital as their fight with Cedric. Closing her eyes, Will placed her lips over his. He took over the kiss, opening her to him, deepening it with intimate touches. All of their love was poured into the soft kiss, giving each other the strength to do what had to be done.

"I'll do my job." Matt told them once he pulled away from Will, taking her heart with him. "So you know, if this goes south I'll be beside you, no matter what." He sprinted away.

"Be careful, all of you." Snow began to fall lightly from the sky for the first time in anyone's memory. It hadn't snowed the winter before, so why now? Was it a sign?

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Will led the group as the patrolled high over Heatherfield, looking for the appearance of a large 100 foot tall serpent man. The city was now lightly covered in a white frosting, giving it a clean, pristine air that was just waiting to be destroyed. A wave of green magic rolled over Will like a tickle before dissipating.

"The glamour is up." Taranee informed them, pushing her glasses up her nose.

"And not a second to spare." Irma pointed to the north of them where downtown Heatherfield could be seen.

"Downtown?" HayLin sighed. "Could this be any worse?"

"Yes!" Cornelia wailed. "All my favorite stores are down there just waiting to be demolished."

"No time for that, we've got to stop him before he kills someone." Will took a nosedive, stalling her wings so she was freefalling toward Cedric. She felt the others follow her, and she hoped he wasn't about to de-wing herself when she pulled up out of her dive. Luckily she wasn't. Pulling up just out of Cedric's reach she blasted him with everything that she had.

The Regents had done their job. On the side of one of the buildings there was a large LCD billboard showing their battle, but in a comic style. They were all animated in a chibi like style that hid their true identities. The only problem was that everyone in the area were standing around, watching the show and making themselves a target to being injured or killed.

"Dad!" Thomas Lair stood talking on the sidewalk to Susan Vandom.

"Mom!?" Will cried, forgetting that her mother couldn't see or hear her.

Even the mega star Vance Michael Justin showed up to watch the show, freaking Cornelia out.

"Vance Michael? And my hair is a mess!"

"He can't see you." Irma sped by, being chased by a lightning bolt from Cedric.

Taranee was flinging fire at the snake man while HayLin was trying to wrap him in a tornado. Will was emptying herself out with each strike of lightning, using everything that she had. She was shaking from the exertion of using her power to no use. Cedric as able to match and beat everything that they could throw at him.

"_Guardians,"_ Nerissa's voice filtered into Will's mind. _"You have one chance left."_

"_And were supposed to trust you?"_ Taranee retorted.

"_Trust that she doesn't want scaly pants to win."_ YanLin said over the mind link. _"You need to listen to what she has to say."_

"_Fine, go ahead."_ Will was willing to try anything.

"_Remember when we fought in your dreams?"_

"_More like nightmares."_ Irma remarked from where she stood as the girls took refuge behind a building.

"_Think, you didn't use your powers; you became your powers."_

"_We became one with the four dragons and the nymph, Xin Jing."_ HayLin added, obviously remembering when their Astral Drops ruined their play as they rescued Caleb from Torus Filney when sandpit was nothing more than that, a mindless ever eating pit of quicksand. Will took flight ready to go in again against Cedric.

"_Reach down to the core of your powers."_ Nerissa urged the girls. _"Find the dragon within."_

Will did as the former Quintessence Guardian told her, reaching deep within to where her power resided. It was a well of pink light shooting up from her personal white core, her power blending with who she was. As Will concentrated harder, the pink power began to take the shape of first a woman who was amazingly tall and slim with pink eyes before morphing again into a pink dragon. It was Xin Jing, the originator of the Heart of Kandracar. The dragon looked at Will and roared before Will plunged into darkness.

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_NOTE: UNTIL THE NEXT PAGE BREAK, EVERYTHING IS TOLD AS IF SEEN FROM A THRID PERSON. RAXIE_

Calling again upon their powers once more the girls changed again, becoming their powers. Now the girls were at their Zenith and capable of beating Cedric, who was new to controlling the elements, and therefore unwitting of his limits of the powers.

Cedric tried breathing fire at Taranee, but she simply drew the fire out of his body, growing in size due to the fire fueling her flame body. Breathing hard, Cedric turned to try another power at a different Guardian when Irma, who was in a form of constantly shifting water in the form of her body, planted a kiss to his lips. She sucked all the moisture out of his body just like she could form water from the moisture in the air. She grew in size as well, nearing the height of Cedric before dissipating the water as a light rain that fell with the snow, returning to her normal size.

The now emaciated looking Cedric tried to escape back through the still open fold, but fine golden vines wrapped around his arms, chest and neck, what was once Cornelia's hair becoming a means to entrap Cedric. HayLin, as insubstantial as the blowing wind but as solid as clouds blew up a funnel around the threat to Earth, removing the air from around him. She was suffocating him, making him even weaker for the final strike.

Will, now a mass of crackling, writhing plasma lightning, slapped both hands together, shooting a deadly bolt. She created a lightning strike double the power that Mother Nature could have ever produced, blinding and searing in it's intensity. Not only did the bolt short circuit Cedric's neural network, but actually burned him.

Knocked out Cedric fell to the ground, shrinking back to his original size as Phobos shimmered into existence beside his servant, knocked out as well from the raw power Will had unloaded into Cedric. Elyon's jewel dropped to the ground as well as Kadma's staff holding the Heart of Zambala. Suddenly the Meridian jewel began to glow as six balls of light exited it before solidifying into Elyon, Cassidy, Halinor, YanLin, YanLin's Atlermmere, and Kadma. The former Guardians as well as Altermere were in their true, older forms.

"Nerissa always craved power." YanLin said solemnly as Elyon picked up her jewel and placing it around her neck.

"The jewel has become her prison." Cassidy, the only original Guardian that wasn't aged, but was alive after Nerissa's machinations, said in a sadly resigned voice. Even though Nerissa had killed her, it was apparent that Cassidy didn't hold a grudge, her time in the Beyond having done her well.

"Leaving her with nothing but her dreams of conquest." Halinor spoke in her soft voice, once again wearing her robes of the Council of Kandracar.

"I hope she and her dreams will be very happy together." Elyon held no remorse for the woman who caused so much destruction. "But what do we do about them?"

The Guardians, still evolved were floating side by side at ground level only a few feet away. Heralded by the sound of beating wings, Matt as Shagon landed beside Elyon, detransforming. He walked to Will, demanding,

"Why aren't they coming back?"

"They have evolved beyond humanity now." Halinor moved to stand beside the Dark Angel of Earth. "They can come back, they've simply forgotten they should."

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Will remembered. Letting the memories flow had been right, and now she and the others knew who they were and what had happened to land them in the darkness. But how to get out?

"_We touched the dragons."_ HayLin said quietly.

"_And got burned."_ Taranee added sadly.

"_So this is it?"_ Cornelia broke the circle, standing up angrily. _"This is all that is left of us? I want my humanity back."_

"_Uh, what is humanity again? And where do we find it?"_ Irma asked crossing her arms and closing her eyes.

"_Will, baby."_ A male voice, Matt's voice filtered into the darkness. _"I love you. Please come back to me."_

His voice seemed to have created a crack in the darkness that Will could feel. She knew it was the way out, she knew it was the way home. It was the way back to being alive.

"_I hear him. I know him." _Will stood, drawing the other's attention. _"I know the way, follow me."_

Will kicked off the ground, floating up towards the fracture, leading her friends home.

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Matt's navy velvet eyes were the first thing Will saw when she opened her eyes, returning back to the living world. He had her cradled against his chest, blocking her from the worst of the snowfall. The love in his eyes was enough to warm her inside and out as was the relief that she had survived her ordeal.

"Okay." His voice was shakey and teary as he sucked in a deep breath, his rising chest lifting her up. "That's a trick we're not trying again any time soon."

"Yeah." She laced her fingers through his before moving her gaze to the others, making certain that the others had come out all right. Cassidy was helping Irma to stand, Halinor was conversing softly with Taranee, Elyon had Cornelia's head on her lap, the two YanLin' were beaming at HayLin while Kadma stood guard over Cedric and Phobos.

It was over. Finally. Everyone blamed the snow storm on the damage once the glamour was lifted, which Will thought was ridiculous. How could a snow storm flatted buildings and trees? Oh well. Nerissa remained with Julian and Caleb, and Will hoped that, with time, father and son could come to terms with all that had happened. Phobos, Cedric, Miranda and the other 'baddies' were back in their cages with Vathek and Drake as guards.

It was a new start for everyone. A fully powered Elyon retook the throne, Raythor at her side, having found a monarch who deserved his loyalty. The Council was reinstated and the rebuilding of the Fortress at the Heart of Infinity began. Kadma abdicated her rule of Zambala, retuning the Heart back to it's home before retiring to Earth. Cassidy went home to her mother and became the pediatric nurse that she had always dreamed of becoming. And YanLin introduced her long lost twin sister Mira to the family.

It took all of winter break to decompress with Matt's help, as well as the girls and the others, but Will felt whole and free for the first time since becoming Guardian.

All in all, everything was as it should be.


	9. SO is for Sophomore

**Light Faery Wings, Dark Angel Wings**

**SO is for Sophomore  
**  
Disclaimer: I don't own W.I.T.C.H. or any characters associated with them. This is based on the cartoon, not the novels.

Summary: Will's POV from S is for Self, through Z is for Zenith, and beyond that it is AU.

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Now that Phobos, Cedric and Nerissa were defeated everyone could get on with their lives. No one else showed up that was trying to take over the universe, giving the girls and the guys a much needed break. Especially the girls and Caleb, considering that they had been fighting non stop for nearly a year and a half, going from Meridian to Earth and most recently Kandracar and Zambala.

It was winter break, the world frosted with a blanket of snow, covering up the scars of the battle. Downtown Heaterfield was being rebuilt, much to Cornelia's relief. Business was booming at the Silver Dragon, HayLin, Irma, Caleb and Mira helping YanLin and her family when the rush got really bad. Taranee had accepted a part time job at the central Public Library, and when Nigel wasn't practicing with Matt and Wreck55, he could be found at the library pouring over books with the fire guardian.

Will was helping Matt and his grandfather at the Olsen's pet shop, and loving every minute of it. She loved animals, even the snakes despite her bad experiences with Cedric, she had officially adopted Mr. Olsen as her 'other' grandfather, and being with Matt was a plus no matter how you looked at it. They could spend nearly all day together, and yet be busy without each other at the same time. It was a good balance, and on days that Wreck55 had practice, she would meet up with Taranee and together they would watch their respective guys go at it. Occasionally Caleb would show up and play as well, knowing his way around both a set of drums and a guitar. Often times, if they could get away, the other girls would all converge on Matt's garage to enjoy the music as well.

Christmas, to Will, had always been strained due to the fact that her dad had left a week before the holiday, but with Matt it was different, better. He had gotten her another stuffed frog to add to her collection, but this one was different. First off it was made of a silky soft Meridian cotton and colored in varying shades of pink that matched her Guardian aura. It also had wings identical to her own fairy wings that shimmered brightly.

"Oh, Matt!" Will glomped onto her boyfriend, wrapping her arms around his strong neck. They were in her living room in the late afternoon of Christmas day, getting ready to meet the others at the Silver Dragon for a _'magical'_ supper. The former Guardians, the current ones, and anyone else who knew the secret were invited.

Matt laughed and cuddled her close to him where they sat on her couch, Mrs. Vandom in the kitchen making cookies. To Will the day couldn't get any better; she was with Matt and everyone was safe.

"I knew you would like her." Matt said softly into her hair, breath warm. "I asked Elyon to help me get the materials, but she's really from me."

Will kissed him then, overcome by her feelings. She had no way to really express herself, but judging from Matt's kiss, he knew. Their mouths were fused in heat, hands stoking backs and necks as the world slowly faded away. There was only her and Matt, no one and nothing else. She loved Matt to distraction, the past several months having only solidified his position in her heart. Her fingers tangled into his blue black locks, loving their satiny feel. His hands were wrapped around her back, kneading her shoulder blades. It felt do good that she was practically purring into Matt's mouth, wishing that there was a way she could climb up inside him and stay forever.

Finally, after several long moments, Will pulled away to look into eyes such a dark navy that they appeared black from desire. She loved how intense Matt got when they were together, making her feel even more powerful that she did when she was in her Guardian form. The clock chimed four-thirty, and they needed to be at the Silver Dragon by five.

"Thank you." Will whispered, feeling excited and quiet at the same time. "I love you."

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Later that night at the Silver Dragon everyone exchanged gifts. Will got many frog related items and many things that had lightning motifs as well, in honor of her powers. In fact each girl got things related to their powers and their likes. Will was lightning and frogs, Irma was water and CDS, Taranee got many books and a special sunstone from Zambala, Cornelia received a thick fluffy scarf and an expensive bonsai tree, and HayLin got art supplies and several wind chimes. Caleb got a new leather trench coat that all the girls chipped in on, and a snowboard so he could Mum Board and Snow Board. Matt got a Fender and a jeweled sword.

But the most exciting thing that everyone got was a pendant necklace. Even Matt and Caleb received one. They came from Elyon, in gratitude of all that they had done to save not only her but her kingdom as well. Each stone was representative of their new owners. Will received an Alcyone cut pink sapphire to wear as a modern replica of the Heart that stayed absorbed within her body when it wasn't needed. Irma's aquamarine was cut into a Rose Tear shape. Taranee bore a Starlight cut fire opal the color of the sunset. Cornelia's White Asterism cut pendant was an emerald while HayLin was gifted with a 4Triangles cut sky blue topaz. Caleb wore a large Gram cut smoky quartz and Matt got a large Lucifer cut black diamond.

"Thank you, Elyon!" Cornelia hugged her best friend enthusiastically.

"No, thank you. All of you; you saved me and my people, and I can never repay you." The blonde Meridian queen had tears of happiness and gratitude in her eyes.

"Wear them with pride." Halinor spoke softly. "They are to show that you are more than what you seem, even if most people will not understand."

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The spring semester of their sophomore year began without a hitch. _Well, mostly without a hitch._ Will thought. Cornelia was still a little upset that Caleb couldn't spend his days with her on Earth, but with Elyon helping her rebuild what Nerissa and her goons had destroyed. On some days, Matt would join him, using Shagon's wings and strength in the continuing process of redeeming himself. Even the girls helped out when they could, knowing that in helping Queen Elyon rebuild would strengthen their ties with the Meridian people.

It was refreshing that the only evil they were fighting was the evils of schoolwork. Taranee continued to tutor Will in math, but every Thursday after school at the Silver Dragon there would be a group homework session, everyone helping each other out. It was actually HayLin's idea, wanting to continue to strengthen the bonds that had been formed through the last year and a half. She was afraid that if everyone spun off into their own things that the fellowship and continuity that tied them all together would fracture and eventually shatter. YanLin also though the sessions were helpful to the dynamics of the group, teaching them how to rely and hold up the others in times of non crisis.

One afternoon HayLin came flying down the stairs into the remodeled basement. There were more tables and chairs set up to provide places of study, but Caleb's cot was a mainstay.

"Guess what?" She was hopping up and down, tickling Will, well, pink.

"What? We run out of noodles?" Cornelia grumped, having reached her time of month.

"No silly." The air guardian waved a white, pink and red flier around madly. "I've signed us all up to decorate the gym for the Valentine's dance."

"NO!" Irma clutched her chest dramatically. "Not the balloons and streamers again!"

Everyone laughed at that but Matt, having been left out of the loop. The girls filled him in, making him laugh well. They protested halfheartedly, knowing full well that HayLin's pouts and puppy dog eyes would get them to do what she asked. It was a power that she held over them all, an innocence that only the youngest member of the group seemed to have. In the end they caved, promising her to help decorate the gym next Friday.

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Just over a week later they met up in the gym, having been allowed to skip out of their classes after lunch to have time to decorate before the dance that night. There were indeed streamers and balloons galore, but Matt and Nigel, who was also 'volunteered', were assigned with the task of hanging the streamers while Will and Irma blew up the balloons.

"I'm glad that I'm not doing the balloons, last time I got so light headed." Cornelia was typing the balloons together and handing them up to Matt and Nigel, who took up the two ladders that they had been supplied.

"Light headed, air headed. How do you tell the difference?" Irma took a break from balloon blowing to mock the drama queen.

"Big ha." Corny crossed her arm petulantly.

"C'mon Corny, quit pouting and hand me more balloons." Matt complained. Nigel, on the other side of the gym, cracked a laugh. "You're only holding us up."

"Yeah, it's almost time for Matt and I to go and get ready for the concert." Nigel added.

Wreck55 was to provide the music along with a professional DJ, each of them taking turns. That made both Will and Taranee happy, because they would get a chance to dance with their guys. _I mean, come on._ Will thought. _What's the point of going to a Valentine's dance if you can't dance with your Valentine?_ Valentine's was actually on Saturday, but the school board was opposed to having the part on a weekend.

"After the guys hang the last bunches of the balloons, we're done." HayLin announced happily. There were towers and rows of balloons everywhere, reminding Will of Galgeta's (Mrs. Rudolph) going away party when the Morg returned to Meridian to help Elyon the beginning of the year. Crepe paper and streamers also crisscrossed the gym, sparkly hearts and more balloons hanging from them. It was all done in shades of red and pink with white accents, playing heavily on what the mainstream thought was the colors of the love holiday.

"Good, I need to go home and change." Cornelia tossed her hair.

"We all need to change." Taranee told her. "It also gives Elyon and Caleb a chance to get here as well."

"Let's go." Will said as the guys climbed down off the ladders and stored them away in the storage closet behind the bleachers. "Everyone, go home and get ready for the party. Elyon will be over at Corny's as soon as she crosses over. Caleb will go to Matt's." All of this was said before Nigel rejoined them.

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Still being February, the sun set early, so by the time six-thirty rolled around, it was already getting dark. The temperatures had also begun to dip, necessitating the need to wear a jacket over one's clothing. Will wore a black full length trencher over her outfit, not wanting to give away what she wore before she got into the gym, and also because it was cold.

"Have fun honey, just call me when you want me to pick you up." Susan Vandom dropped Will off at the school.

"I will Mom." Will told her before turning towards the school, sweeping in with all the ability to sweep that her small frame could muster. The group was to meet up early and set up the last few details, as well as help the guys tune up. There wasn't much left to be done, just setting up the catered food and drinks and making sure all the decorations were in place and the balloons were properly filled.

Will could hear strains of music and voices coming from the gym as she walked the near empty halls. She caught glimpsed of the occasional teacher in their rooms. _Wreck55 and the DJ must be here already._ The gym doors were propped open, a banner spanning the opening reading 'Happy Valentine's' written in sparkly red ink.

"No Caleb, your _other_ left!" Cornelia's voice greeted Will entered the gym, drawing her attention to the stage where Caleb was helping Matt set up the backdrop to the stage that Matt would be playing on. Matt was dressed in what could be called rocker chic, wearing dark dress jeans and a crisp white short sleeved dress shirt, while Caleb wore the suit he had worn at Galgeta's party. To Will they both looked hot, but she only had eyes for Matt, who noticed her and waved.

"Hey babe!" He called before turning his attention back to the job he was doing. Laughing Will took off her coat and hung it up in the closet that would hold the guests jackets as well before joining the others. Will wore black dress pants and a baby pink off the shoulder satin top. Will felt that she wouldn't wear a dress until prom, and even then she would only go all out at her Senior Prom only.

"She does own something other than jeans." Irma slung an arm around Will's shoulders. "I'm impressed."

"I thought you were going to wear a dress." HayLin complained, floating up in some overly poofy and horribly pink dress that she had designed for her self for the occasion.

"No, I'm not wearing a dress until Senior Prom." Will rolled her eyes, having explained her point of view several times already to her. "When I do wear a dress in public, it will be then, and only then."

"And at your wedding." Taranee had arrived as well, pushing her glasses up her nose. "Otherwise you'd shame us girls by breaking the mold on that sacred day."

"If anyone breaks the mold, it will be Irma." Cornelia sailed over, the guys following. Nigel sidled up to Taranee, Caleb and Corny held hands while Matt slid his arm around Will's waist since Irma still had a hold of her shoulders.

"And just what are you ladies whispering about over here?" Matt asked, winking at Will and making her blush. Will didn't know it, but her tendency to blush easily was one of the things that Matt loved about her the most. Years later he would admit this to Will, amazed that after all they had seen and done that one look from him would make her blush.

"Nothing." Will squeaked, hoping that the girls would keep their mouths shut about the talk of marriage, no matter that it was only in jest. Granted, she would marry Matt tomorrow if he asked, but Will knew that they still had many years before either of them were ready for such a step.

"Just discussing weddings." HayLin quipped thoughtlessly as Eric entered the gym and made his way over to the group. All the males in the group blushed deeply and refused to look anyone in the eye, clearing their throats nervously.

"Oh, look at the time!" Will slipped away from Matt, glancing at the clock on the wall. "It's time for the party to start. You guys better get up on stage."

The group split up then as more people streamed into the gym, partnering up almost immediately. HayLin and Eric never left each others sides while Irma was following Andrew around while trying to avoid Martin. Cornelia, Taranee and Will danced in a loose group when Caleb, Nigel and Matt were playing on stage, and then pairing off when their guys got the opportunity to hit the floor.

"Weddings, huh?" Matt whispered in Will's ear softly, not wanting anyone else to hear what they were talking about. She shivered and slid her arms over his shoulders. He was so warm and smelled so good, like earth after the rain. His arms were locked around her hips, leading them in a slow swaying dance to even fast music. Distantly Will thought she could hear the others snickering at this, but she could care less what they thought.

"Yeah." Will shook her head. "They were bemoaning the fat that I told them that I wouldn't wear a dress until our Senior Prom, and then Taranee mentioned that I'll need to wear one at our wedding or they'll ostracize me."

"Never!" Matt chuckled, eyes sparkling. "Of course you'll be wearing a dress. You're not the type to go against tradition like that."

"Well yes I know and – wait a minute." Will pulled back to look up into his eyes. "You aren't even questioning the fact that the girls think we'll end up married."

"C'mon Will, we've been through too much for you to really doubt our future together." Matt touched his forehead to hers. "I do intend to marry you, but not anytime soon. And you'll say yes."

"Yes." Will laughed, unable to find her way around his logic.

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Spring break was an event as well. The girls and Matt wanted to spent the week in Meridian, but in order to do so, they had to tell not only their parents, but their significant others. Ever since the night of the dance, the girls had been wanting to tell the people in their lives. Will was hesitant at first, but as the days turned into weeks and the threat to their lives continued to be non-existent, she relented. Will was present during each meeting to impose the rules through the power of the Heart.

First up: Susan Vandom.

"Mom, you know how you are always wanting me to talk to you and tell you what is going on in my life?" Will asked a week before school let out for the week _Please let this go smoothly, for me as well as the others. _Will prayed, knowing that what they were about to do was dangerous not only to them, but to the people that they were about to reveal their secrets to. Her mother was sitting at the kitchen table paying bills when Will decided to approach her.

"Yeah, but you always seemed to reject the idea that I would like to help." Susan Vandom pushed aside her paperwork as will sat down across the table from her.

"I didn't reject you really; I just didn't want you to get hurt." Will sighed before pulling out the Heart of Kandracar and sitting it on the table.

"Hurt? And what is that? I've never seen it before."

"What I'm about to tell you must remain a secret." Will's voice changed slightly, turning serious and firm. "You must swear not to tell anyone or repeat a word I have said to anyone outside of this room unless I tell you it is okay."

"Really Will, do you have to be so melodramatic?"

"Swear on the Heart of Kandracar, or I won't tell you the truth." Will picked up the jewel and held it in front of her mother's face. The pulsing pink orb seemed to captivate her mother.

"I swear on the Heart of Kandracar to keep everything I hear a secret." Susan replied. "Is this really necessary?"

"Yes." Will laid the Heart back down and began her tale.

"It began about a week after we moved to Heatherfield, when I was invited over to HayLin's after school for cookies. Irma, Taranee and Cornelia were there as well, the three of theme being her friends. YanLin brought out a red jade carved box and inside was the Heart of Kandracar. She told us that on another world in another dimension there was a tyrant in control, having stolen the throne from its rightful Queen when she was just a newborn. His name is Phobos, and the Queen is Elyon."

"Elyon? Isn't that your friend that always hung out with Cornelia?" Susan asked eyes wide as silver dollars.

"Yes, and that is why you hardly see her any more." Will nodded. "Elyon knew none of this. YanLin told us that we were a group of magical warriors known at that time as Guardians of the Veil, a mystical barrier set up by the Council of Kandracar when Phobos took power."

"Council, Veil?"

"Kandracar is the Heart of Infinity, the Universe. The council is a body of mystical leaders chosen from several planets to lead the people in times of crisis and protect the Universe. But I'll fill you in about all that later, it's kind of involved."

Susan nodded, slowly grasping the concept that what her daughter was telling her was indeed important and that she should listen carefully. Will was glad it was going so well.

"Anyways, as Guardians, we were gifted with the powers of the elements. I'm Quintessence or lightning, Irma is water, Taranee is fire, Cornelia is earth and HayLin is air. We change into what some have called life size pixies or fairies and us our powers to fight evil.

"We defeated Phobos and restored Elyon to the throne during the middle of last winter, but our battles were far from over. Marissa, the ex Keeper of the Heart, the one who hold the Heart when it is not in Kandracar, returned after years of being exiled, seeking to take all the mystical hearts of every world to fuel her quest at ultimate power.

"Each generation there is a new set of Guardians. YanLin was one of them, and she was Holder of the Heart here on Earth until the next generation would come along. Nerissa's goal was to enslave the minds of her guardians and make them her slaves. But to do that she needed to keep up occupied."

Will rubbed her neck, about to re-live some of the most painful memories of the fight.

"Will honey, are you okay?" Susan asked, trying to take it all in.

"Yeah. Remember when for a few months things were rough between me and Matt?"

"Yes, you were even more moody and sullen." Will's mom shook her head. "I just thought it was on overlong period."

"No, I wish it had been though." Will shook her head. "Matt had been captured by Nerissa and was possessed by what you would call a demon. She had taken his hate of her and turned it back on him, warping him into Shagon, the Black Angel of Malice. Matt was trapped inside a body that was no longer his, watching as Shagon hurt us, trying to fight the demon from within. He finally won and came back, but he wasn't quite the same. He had seen things that no one should see or experience and live to tell the tale. He wanted to help up, to redeem himself. Turns out he got the chance.

"Lillian, Cornelia's little sister, is the Heart of Earth. Hearts are usually people with great power, the source of the power on that world. Lillian's power manifested two weeks before Halloween. She is too young for the power, so Cornelia tricked her into giving up her power into her cat Napoleon, who is also her familiar, Mr. Huggles, who had also been possessed alongside Matt, and Matt. They became the Regents of Earth, holding Lillian's powers until she's old enough to use them wisely. Matt can now morph into Shagon's body, but its still Matt inside.

"He helped us fight Nerissa, and later Phobos who we tricked into helping us defeat Nerissa, only the plan backfired when his second in command, a serpent shape-changer Cedric swallowed him whole, taking Phobos' power and Nerissa's for himself.

"A week before Christmas we fought Cedric downtown, but Matt and the Regents created a glamour to hide the truth from everyone. We defeated him, released Phobos, who was defeated at the same time, and saved Elyon and the former Guardians from where Nerissa had trapped them in a jewel taken by trickery from Elyon.

"And now were to the present. The girls, Matt and I want to spend Spring Break in Meridian, Elyon's home world, but we needed to tell our parents and boyfriends the truth. You're the first person in this world other than YanLin and Matt to know our secret."

Susan was quiet for a long time, staring at Will, who was beginning to get nervous. Her mom was known for her famous temper, the temper that Will had inherited. Realistically, there was nothing that Susan could do to make Will stop being who she was, but she could make it uncomfortable for her. Her mother also knew about responsibility, and hopefully knew that Will was responsible for a lot more than just herself now, and it was a responsibility she would bear until she was no longer strong enough to hold the Heart.

Susan stood abruptly, chair scraping against the floor harshly. Will watched her mother closely, praying that she wouldn't faint in a fit of hysterics or some such nonsense. Susan came around the table and falling to her knees in the floor beside Will's chair, she wrapped her arms around her daughter, hugging her tight. Will, speechless, hugged her mother back, unsure of what to do.

"You were telling the truth, I could tell." Susan moved back to look at her little girl. "I want nothing more than to lock you in your room forever, but I know that I can't. As long as you promise to try and stay safe, then that's all I can do. It will take me a while to absorb all of this, and I may have more questions, but I can promise you that I won't tell anyone what you have told me."

"Wow, you're taking this really well."

"No, I'm in shock." Susan laughed. "Give me some time, and then I'll freak out."

Needless to say, every Earthling that was told the news took it with the same aplomb as Susan Vandom did, with varying degrees of shock and fear. Everyone swore on the Heart, magically binding them from being able to speak of the secret to anyone outside of the circle of those who knew. And yes, they were allowed to spend the week in Meridian. Susan, Nigel and Eric decided to travel with them to Meridian, wanting to see for themselves that what the girls and Matt had told them was true.

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The end of their sophomore year came upon them fast, Prom looming over the entire school. Will and the girls technically weren't allowed, being too young, but they were allowed in because Wreck55 would be playing, and they were all sophomores.

"Yeah, baby!" Irma crowed when they heard the news that they would be allowed to attend. "This is the perfect opportunity to make my move on Andrew."

"What about Martin?" HayLin asked her as WITCH and their boyfriends were squeezed into the largest booth available at the ice cream shop down the street from the school. Everyone looked between the Air and Water Guardians, ready for a blow up of monumental proportions.

"I've already told him." Irma shrugged. "I sat down with him and calmly told him how I felt and what I intend to do. He seemed more bummed than heartbroken, but I think he'll manage."

"Wow." Cornelia was actually speechless at Irma's display of maturity.

"I'm glad he seemed to be able to bounce back; he's had a crush on you for years." Taranee waved her spoon around, nearly hitting Nigel on the nose.

"Me too." Irma took a big bite of chocolate. "Even though I don't like him like that, he's still a friend and a nice guy."

"Oooh." Matt winced. "Please don't tell me that you told him he was a nice guy; that's like the worst thing to say when breaking up."

"First off, we were never together. And secondly, no I didn't tell him that." Irma scowled slightly. "May be mean but I am not callous."

"Caleb, are you going to play with the guys?" Will changed the subject, letting Irma off the hook.

"Yeah, I was thinking about it." The brown headed young man nodded.

"Sweet." Eric piped up. "I'll be pitching in as well."

Soon the guys were occupied discussing what they would play a week from Saturday, the girls trying to keep up, but in the end, they ate gave up. Corny was going through her PDA looking for the best dress to wear while HayLin was doodling on a napkin, creating another design for herself. Taranee had her nose pressed into one of the ever present books she carried with her while Irma was texting her dad. Will was watching everything as she was snuggled up under Matt's arm, surfing the net on his PDA and letting everything flow around her.

"Earth to Quintessence." Irma's voice broke through Will's thoughts as she read through her email.

"Huh?" Everyone was looking at her, a question in their expressions. "What?"

"Are – you – dressing – up?" Cornelia annunciated.

"Yes, I have a new pair of dress pants and a nice dress shirt." She was being deliberately obtuse.

"No, we mean DRESS up." HayLin could be like a dog worrying over a bone sometimes, Will thought. _Maybe a crazed little Pomeranian._

Will crossed her arms and stared them all down, using her status as their leader to get them to back off. Normally she wouldn't abuse her power over them like she was now, but they were beginning to get annoying.

"Let up." Matt lowered his arm to curve around her shoulders. "She doesn't have to wear a dress. I like her just the way she is."

Will smiled at him gratefully, and he winked at her.

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Prom was a big hit. With Caleb and Eric helping out with the music the band rocked even harder than normal, a DJ spelling them so they could dance with their girls. There were plenty of fast songs, but there was also a plethora of slow songs, making Will happy. Matt would hold her almost indecently close as they swayed side to side. Every part of her was pressed so close to him that she could feel every muscle on him as well as his body heat. He wore what he had at the Valentine's dance, making Will drool all over his hotness.

And, Irma worked up the nerve to ask Andrew out, who surprisingly said yes. He hadn't had a girlfriend since sometime before the end of the last school year, so he was definitely free. Come to find out, he was working up the nerve to ask Irma out as well. The two of them were glued to the hip all night. They were a striking pair, both brunette and athletic. He was taller than her by a good foot, but they didn't seem to mind.

Overall, the second half of their second year of high school was nothing like the first. It was what one would call a normal semester, with just a hint of the magical.


	10. JR is for Junior

**Light Faery Wings, Dark Angel Wings**

**JR is for Junior  
**  
Disclaimer: I don't own W.I.T.C.H. or any characters associated with them. This is based on the cartoon, not the novels.

Summary: Will's POV from S is for Self, through Z is for Zenith, and beyond that it is AU.

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Summer between Sophomore and Junior year was almost boring in light of the fact that last summer the Guardians had been in the middle of fighting Nerissa and trying to figure out how to save not only themselves, but the universe as well. All the girls were scattered like before, but this time they were able to actually enjoy themselves. It was refreshing to actually be normal, to do normal things that sixteen year old teens usually did during their months off.

Will and Matt stayed home, working at the pet shop and taking trips to Meridian, spending every available moment together. It had actually gotten so crazy that everyone started calling them the "married couple", much to their distress.

"You know, HayLin and Eric or Corny and Caleb will bet getting hitched first." Matt complained one day as the Guardians phone conferenced, needing to keep in touch with each other. Will blew Matt a kiss as they sat on the couch in his garage, her legs draped over his lap. Will wouldn't be surprised if Matt did propose by the time they graduated, and she would say yes in a heartbeat.

"Oh, oh, I know!" HayLin gushed over the phone lines. "We can have a triple wedding."

"Ung!" All the parties involved groaned, cringing at the idea of sharing their big day with anyone else.

Irma spent the summer at the beach again, only this time Andrew came along with his parents' permission. He was going into his Senior year and was filling out college applications, wanting to be an architect. Chris was excited and grossed out that Andrew was sharing the bungalow with them; he liked having another guy around to even things out, but couldn't understand why Andrew would want to hold Irma's hand, kiss her and just spend time with her. Will was glad that Irma and Andrew seemed genuinely happy, and that Martin had moved on and was happy as well.

Taranee continued working at the Library and Nigel worked at the movie theatre down the street. He received a discount for any movie he wanted to see, so most Friday nights would find Taranee and Nigel cuddled up in the back of the theatre, watching every new big release that came out. The others were surprised at first; Taranee going to a movie over reading or anything bookish, that HAD to be a first. Will and Matt had shared a good laugh over the situation, glad to see the two bonding.

Cornelia, this summer, was in Italy, seeing the sights and being glamorous. Elyon gave Caleb a ring that allowed him to open folds between worlds so he could pass freely through and see Cornelia. Corny had a matching ring that acted as a homing device, showing the way to where she was when she was in a place that he had never been before. Other times he would cross over for YanLin and Mira's cooking, having been hooked from the first taste. Will knew it was only a matter of time before Caleb would propose, being nothing but a creampuff on the inside when it came to his blonde goddess.

HayLin was working as usual. She was once again pressed into service at the Silver Dragon, serving and making deliveries, sweating her way through the day. In the evenings, though, it was different. Eric would join her at the park, or on the roof of the Dragon and they would sit and talk, gazing at the stars and painting. It was the quintessential deep artists who were passionate about the arts and each other. Matt told Will that he had seen Eric sneaking away from the Dragon late one night as he flew home and wondered what the two youngest of the group were getting into. Will smacked him on the arm and told him to mind his own business.

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All too soon, the first day of school arrived. Everyone converged in the courtyard of Sheffield, hugging and laughing.

"Wow." HayLin sighed. "Summer was over so quickly. You think it would have gone by slowly since there weren't any issues, but it didn't."

"I think it is because we were so wrapped up in our own lives that we failed to notice how time went by." Taranee spoke up, holding Nigel's hand. Taranee's mom had softened towards the red head over the summer. He would come over for dinner once a week, getting to know the family.

"I know one thing; it was the first time since coming to Heaterfield that I could be semi normal. No evil princes and corrupt ex-fairies to content with. It was a good thing I kept busy; otherwise I would have gone stir crazy." Will told the group. The girls and their respective other halves, except Caleb, were lounging under one of the big oak trees, waiting for the bell to ring.

"That's right." Irma was leaning against Andrew's side. "Everything happened like a week after you got here."

"You mean, everything happened once Will got here?" Eric asked.

"Yeah, our powers were already beginning to show up, but the Heart didn't react until Will came to town." Cornelia spoke up, playing with the Meridian silver right on her right ring finger.

"Talk about pressure." Nigel commented.

"I rejected the idea at first, but I couldn't let YanLin down." Will said as the bell rang. "Ready?"

Everyone groaned as they stood up and made their way into the building.

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School was just as normal as the summer had been, classes packed with teaching and homework, preparing them for the future. Will was surprised that be the end of the first month, her grades were markedly improved since she actually had time to do her homework and pay attention in class. Taranee still helped her with math, but the other subjects were easier this year.

"Will! You have A's and B's on your progress report." Susan Vandom shouted one afternoon as Will dropped her books off in her room.

"Yeah, I know." Will shouted back. "Cool huh?"

"I'll say. What's so different about this year?"

"No constant WITCH alerts, no running off every day to save the universe." Will replied. "I actually have time for a life."

"I'm proud of you sweetie. Of your grades and your calling." Susan hugged Will.

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In September Will began training on the swim team again, gaining the spot as captain. In the afternoon Matt was there to cheer her on, and the others were there when they could find time off from their jobs and other after school activities.

"You guys don't have to come watch me." Will blushed madly after the first meet when everyone was there.

"Yeah, but were a support group there pushing you to do your best." HayLin waved her spoon around, all of them once again squashed into a booth at Terry's, the diner and ice cream shop that they gathered at often.

"Support group?" Irma spoke up. "We sound like a piece of athletic equipment." Andrew snorted from beside her.

"Ewww, gross." Corny curled her nose.

"I don't get it/" Caleb looked confused.

"I'll explain later bro." Matt shook his head. Will leaned against him gratefully, glad that he had taken over the task of teaching Caleb about the _manlier_ things in Earth life. Corny would do it, but she decided that she shouldn't have to tell her man everything about being a guy, so Matt volunteered along with the other guys.

Back in the pool, Will's times decreased, putting her in the lead. Her times had always been impressive, but now she was flying through the water, beating her best record by several seconds. She also noticed that her pants were getting shorter, and her shirts were getting tighter. Her new height and body proportions had somehow made her more streamlined, better shaped for slicing through the water. Will wasn't the only one to notice her new figure. All the males in the school seemed to want to get her attention, and that made Matt furious. He sometimes got mad enough that his eyes would change, glowing green and his hair would thicken.

"Matt, calm down." Will touched his arm as they sat in the cafeteria. "If you keep this up, you'll go Shagon in the middle of school."

"Sorry Will, I just don't like the way they are looking at you." Matt sighed. Will was secretly please that he was jealous, but she knew that nothing would happen.

"Don't worry about it." Will kissed his cheek. "I ignore them, and you should too."

"I don't like them drooling over you." Matt slid an arm around her shoulders when Uriah and his goon walked by, saying,

"Hey baby, wanna ride?" And they were not talking about cars.

"Or suggesting things like that." Matt growled.

"They are only doing it because they think my brains have migrated to my boobs and I've become a bimbo." Will slid her arm around his waist. "I'm yours and yours alone."

"Same here angel, same here." Matt kissed her lightly on the lips, not wanting to get detention for excessive P.D.A.

"Ignore them." HayLin added.

"Yeah, all the guys are just jealous that the hottest girls in school are taken by the hottest guys." Cornelia flipped her hair over her shoulder. She had a way of understating the obvious.

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In December, after football season, the other sports that the football players participated in started up. This included weightlifting, or power lifting as it was called. Half of the football boys played basketball in the off season and only half of the rest did the power lifting, so the field was smaller than the other sports. Matt decided to try out and see if his Shagon strength translated over to his civilian for like the girls' powers did.

"You are going to lift heavy weights for fun?" Corny asked when Matt had told them that he had placed on the team.

"Yeah, I figure it will help me stay in shape when I can't train as Shagon." Matt shoved Nigel who had plopped onto the bench in the courtyard where they were relaxing in their off period, nearly sitting on the dark haired boy. "And make myself just as drool worthy as my girl."

Everyone had a laugh at that, including Will. She thought Matt was as hot as he had ever been, having sprouted a foot an a half and beefing up naturally. He now stood about a foot taller than her new height, seeming to have grown overnight. Actually, it was more like over the summer, but it was so gradual that Will only really noticed once school got under way.

Andrew and Nigel pretended to swoon over Matt saying,

"Oooh, Matt, you're so handsome." and "Kiss me you sexy man." All was said in high-pitched girly voices.

"Shut up." Matt grumbled. Just then a large group of girls walked by, ogling Matt. Will saw them, even if Matt did not, and the same jealousy that had come over Matt in September came over her now. Matt was _hers_, and hers alone.

"Like you told me before Will, ignore them." Matt had seen. He pulled her into his lap and kissed the side of her head, not worrying about showing affection in public. "Besides, I couldn't stand being with anyone else. You know _me_, and no one else will." He was referring to the Shagon situation.

"And no one else can know _me _either." Will felt warm in Matt's embrace. "So I guess were stuck with each other."

"Forever." Matt whispered in her ear, not wanting the others to hear the declaration. Everyone else looked on though, hearts warmed at seeing the two in love.

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Over Christmas everyone spent time with their significant others and family, the girls being scattered again. Will spent the time with Matt and his family, getting to know her future in-laws. Of course, she didn't tell them that, her and Matt keeping their plans to themselves. His parents were just as nice as his grandfather. His father, Eric, was an accountant while his mother, Lisa, was a nurse at the county hospital. They seemed warm and loving, and Will prayed that when she and Matt would have that kind of future once they married.

Matt received at shiny new, black ebony Fender with neon green accents from Will. He looked at her as he opened it and she knew that he knew the guitar was a melding of his two halves, the musician and the warrior angel. Matt kissed her tenderly in front of his family, telling her how much he loved not only the gift, but her as well. She loved both sides of him. He was gentle and loving, creativity in every pore of his being while on the flip side he was harsh and protective, powerful in every way.

Matt handed Will a good sized silver frosted box with a pink bow, a gleam in his velvet eyes. Inside were two more boxes wrapped in the same colors. There was a small one and a larger one, and she went for the bigger one first. It contained a six inch tall ceramic figurine of a fairy dressed in pink, green, blue and purple with a pink stone embedded where it's heart should be and red hair. At a glance you thought it was Will when in Guardian form, but the face was that of a twenty year old woman with powerful pink eyes. It was the woman she would become, her hair straight to the middle of her back and her figure even more lush than it was now.

The other box held a ring wrought of silver so bright it looked to be platinum, but it was Meridian silver. The stone was heart shaped pink sapphire, a perfect match to the necklace that Elyon had given her the year before and that she never took off, the colors flawless. Tears welled in Will's eyes as Matt took the ring out of the box and sat on the couch beside her. He slid it onto her right ring finger as his family looked on, surprised.

"It's a promise ring." Matt told no one. "I love you Will Vandom."

"I love you too Matt Olsen." She hugged him close, loving him all the more. His grandfather sighed as his father held his mother close, handing her a Kleenex.

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The year seemed to speed by after the Christmas break. School became even more intense as they were preparing them for finals in May. Relationships became solidified as they grew, both between friends and partners. Will's grades continued to climb thanks to Taranee and Matt's help in math and history, respectively. The girls spent more and more time apart as a group at school, but always got together after school with their guys usually joining them before heading off to Matt's for guy time as he girls called it. Every girl now sported a promise ring from their man as well, although Corny got her talisman promise ring first. The girls were also changing physically, becoming more womanly and leaving their boyish figures behind. The boys were changing as well, developing muscle and more mature features.

"I'm gorgeous." Corny could often be hear calling herself that." Corny was still the tallest and supermodel in proportions, hair reaching the back of her thighs. Caleb still stood taller than her, being the same height as Matt, and was built in a way that one rely fighting could achieve. He let his hair grow a little, the ends just brushing his collar.

"Oh yeah? I've got hips where you don't." Irma came second in height, but her figure was the most hourglass shaped, taking after her mother's Hispanic heritage and keeping her hair shoulder blade length. Andrew, being a Senior, had reached his height the previous year, so not much had changed.

"I've got boobs, who would have thought?" Will added to the conversation, knowing if that someone would have told her a year ago about how shoe would turn out, she would have laughed in their face. Next in height was Will, her figure a little less curvy than Irma's, but just as busy, her hair reaching the middle of her back. She was a perfect compliment to Matt in every way. They were the second "beautiful" couple after Cornelia and Caleb.

"At least Elyon found a way to magic my contacts so I can use them with my power." Taranee had changed the most; ditching her glasses for contacts and letting all of her hair grow to one length, letting it spill freely down to her shoulders. Nigel only grew a few inches and began wearing his hair a little shorter and less shaggy.

"I'd love to be tall, but Eric likes me the way I am." HayLin was still the shortest and had the slimmest figure due to her ethnic background, her hair reaching her knees. Eric, being Asian as well, was just as slim as HayLin and only half a foot taller, coming in last in the height category for the boys after Andrew and Nigel.

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Spring Break flew by, the girls having decided to spend the week honing their skills that had gotten rusty from not being used as often as they were the year before. They also realized that they were more powerful than before as well, more of the Aurameres' powers flowing into them from the Heart. Matt opted to train as well, and learned that he didn't need to be fully changed to use his optic lasers, but he needed to be fully transformed to fly. At the request of Andrew Caleb crossed over and began to train the guys, who wanted to be able to help if there was ever a need. It was like when Matt tried to learn to fight all over again, only this time without life threatening battles. Surprisingly, it also strengthened the bond between the couples. The guys finally got to see what the girls could really do and the girls' protective instincts came out, wanting to keep their boyfriends from serious harm.

Even after school resumed, the practices didn't end, they were simply held on the weekends. Will and Caleb pushed everyone hard, and Matt pushed himself since there wasn't anyone he could take cues from. Skills were sharpened until the girls felt they could do no more unless they were truly in battle, and the guys could hold their own against Caleb and Drake, who would sometimes join his cousin in training the guys. Everyone held themselves differently, confident in their bodies and abilities.

Also taking advantage of the time transformed Will and Matt would fly at night, spending time with each other in their _true_ forms, getting used to being around each other with their wings. And with the help of Lillian, who knew the truth but also knew that she wasn't able to have her powers back until she was sixteen, Matt was able to transform without the bronze mask and tail, which was a relief to Will. The mask had reminded her too much of the demon Shagon, not the man she loved. There was much laughter in learning how to be together without tangling wings.

"Move to your left." Will would say as they stood together, arms wrapped around each other. Matt would shift the wrong way and pinch her wing, bruising it. "Ow, your other left."

Or when they were kissing Will would accidentally pull feathers.

"Ow, that hurt!" Matt would let her go and pull his wing around, inspecting it for baldness and blood.

They would then kiss each other's wounds and call it a night, holding hands while flying back.

Others noticed the change in the group at school. They walked with a purpose and spoke with confidence, secure in the knowledge of who they were and what they could do, even if no one at school would ever know the truth. Uriah and his bullies now gave the boys a wide berth and spoke politely to the girls. All the boys at school still ogled Will and the girls, but now they were careful to not look or say anything in the presence of Matt and the guys. Same went for the girls of the school, only the girls could hear them whispering after they had walked by.

"Damn she's hot.." or "Wow, what I would give to see _that_." fell on deaf ears, no one getting jealous over the comments.

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Junior Prom was the event of the year, although this was Andrew's Senoir Prom. Irma was persuaded to go only by the fact that Andrew promised to take her to her Senior Prom next year. Wreck55 was playing along with a DJ like last year with Caleb and Eric filling out the sound. Will wore black dress pants again, but they were the style that if you were standing still they looked like a skirt along with a neon green silk top that matched Matt's eyes when he was Shagon. Matt, on the other hand, had to go out and buy new clothes to fit him. The casual suit he bought stretched tight over his shoulders and arms, displaying the bulging muscles that developed from power lifting. His Shagon inspired Fender shone in the dim lighting as did her sapphires.

"Can you believe another year has gone by?" Will asked Matt as they slow danced to Rascal Flatts' _**"I Melt"**_. Another year had come and gone, and it was just a memory now.

"Not really, but at the same time I can." He lead them, gently swaying to the lyrics that made Will's insides burn. Matt was affected by the song as well, arms locked around her tightly, grip strong and hungry. "So much had happened this year that it seems like it can't be over."

"At least we have each other." Will brushed her lips against his soft ones. "We all do."

"Thank goodness." Matt kissed her forehead. "I'm glad the others are happy."

"Me too." Will laid her head on his big chest. "I know it's crazy, but I'm like a sister watching her sisters grow up."

"I feel the same about the guys." Matt hugger her closer. "We're all family; we're all a part of something bigger."

Around them, the girls and their boyfriends swayed to the music as well, lost in their own company but knowing where each other couple was located, just like any sister would. At the end of their first "normal" year, things looked brighter for everyone involved. They were happy, in love and ready for the future.


	11. SR is for Senior

**Light Faery Wings, Dark Angel Wings**

**SR is for Senior  
**  
Disclaimer: I don't own W.I.T.C.H. or any characters associated with them. This is based on the cartoon, not the novels.

Summary: Will's POV from S is for Self, through Z is for Zenith, and beyond that it is AU.

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"Senior year, already!" HayLin exclaimed two months later, summer having flown by. The group was assembled in the park two days before the start of their last year of high school. As usual everyone was paired off without being separate. They were all sprawled under one of the larger oak trees on the bank of the pond at the center of the green space downtown, reluctant to return to Sheffield.

"I spent all summer researching colleges." Taranee sighed from where she leaned against Nigel's side.

"I filled out applications the whole time." Irma added. "Well, half of the time. The other half was spent with Andrew." Andrew had gotten into the local Art Institute in the next city over, studying Architectural Design and would commute from Heatherfield. He also drew criticism from the guys that he went to school with, teasing him for dating a high school student when college girls were much hotter and easier. Neither he nor Irma let their comments bother them, and Will saw that as a sign of maturity on the water guardians part. Six months prior she would have been all in a huff and busting chops.

"I've got my applications in for Veterinarian studies and getting a partial athletic ride." Will pulled her hair into a loose bun, warm in the late August heat. It also didn't help things that Matt had his head resting in her lap considering that he was a walking furnace. Will planned on being a vet and getting a scholarship through her swimming abilities.

Corny, looking pristine no matter what the weather, took a sip of water from a sport bottle at her side.

"Well, I've been in contact with the local modeling agencies and they have all promised me contracts once I reach 18 in December." Just then a ripple silently twisted the air off to the side of the blonde and Caleb stepped through the disturbance in civilian clothing.

"Hey guys." Caleb acknowledged everyone before dropping down beside Corny and kissing her quickly. With his arrival the only person missing was Andrew, but his classes were in session at that moment.

A warn glow filled Will as she watched her friends, a sense of peace settling over her as she ran her fingers through Matt's hair. Even if another power mad tyrant were to arise, Will was confident in the knowledge that they would face the future together. And if the only troubles that came there way were the usual trials of life, they would persevere and excel. There was a sense of confidence and success surrounding the group; they were in their prime and nothing could hold them back from progressing.

"At least with the addition of Eric and Caleb to the band, we have a richer sound to the band." Matt sighed in contentment, Will's promise ring flashing in the light.

"We're also booking gigs right and left the in area as well as scheduled to play at all the school functions." Nigel added. Wreck55 had been playing in the clubs all summer. Caleb was spending more time on Earth, but his home was still Meridian.

School started at a frantic, frenzied pace. There was a new sense of energy to their last year, of wrapping things up and preparing for the future. The level of intensity was exhausting to Will. She was pushing herself harder than ever before in her studies and in her swimming, making solid A's and winning gold two to three. There was a feeling of excitement, of purpose to everything that she did. Sports were prevalent in their last year as well; especially with Corny still competing and making gold and Matt medaling as well, collecting more gold than silver.

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Before the sports wins could take place though there was the small matter of Homecoming.

Homecoming was a big to-do, even though none of the guys were on the football team and none of them were really friends with anyone on the team; it was more of a traditional thing than anything else. Surprisingly, Will and Corny were nominated for Homecoming Queen along with Matt and Joshua, the captain of the football team, who were nominated for Homecoming King.

"_**I'm what!?"**_ Will about fainted when she was told the news, luckily Matt had a strong arm around her shoulders when Cornelia gushed about the announcement. Homecoming was a popularity contest, nothing more; and yet Will, who never considered herself very popular, was nominated beside the 'queen' of the school.

"Me, you, Matt and Joshua have been nominated for the Homecoming Royalty and the runners up will be the Court." The blonde swept her hair over her shoulder as the others gaped at the three nominees.

"Homecoming Queen?" Will echoed, feeling lightheaded. "I've never been nominated for anything in my life."

"Don't worry about it, Will baby." Matt dropped a kiss to the top of her head. "You've got me there beside you, so everything is cool."

"Not 'cool'." HayLin bounced around, Eric's arm around her waist trying to keep her feet on the ground. "What if the pairing is off. What if it's Corny and Matt or Will and Joshua?"

"Or Me and Will or Josh and Corny?" Matt replied. "Don't borrow trouble Hurricane."

Will was still in shock. She never knew she was even noticed, much less popular. Granted, she hung out with Cornelia and Matt was her boyfriend, but Will had always thought that she blended into the background. Even with her 'blossoming' last year, she was still adjusting to the fact that she wasn't Will Vandom, shy red-head but Will Vandom, Homecoming Queen nominee.

"I so need to take you shopping." Cornelia told Will, jerking out of her stupor.

"Poor Will." Taranee whispered as Irma hummed the death hymn, head bowed in mock respect.

"Why?"

"Duh. You need to look powerful and in charge if you have any hope of beating me." Corny said matter-of-factly. "You may be my best friend, but all is fair in love and war."

"Only Gaia can take something positive and backhand you with it at the same time." Nigel muttered.

"It's Cornelia; you have to love her no matter what." Will laughed.

"Of course you do."

Three weeks and several shopping trips later, it was the Thursday of homecoming week and the day of the announcement of the Court as they were called. Cornelia had done a total make over of Will, but the leader of the guardians slowly adapted the new look to her taste, toning things down a bit. Her hair was smoother and sleeker due to a change in shampoo and conditioner, and she had more sophisticated clothing to her name, changing her style from shabby to stylish and classically casual.

Irma, live in the radio station, got to announce the winners.

"Attention Sheffield! The moment you all have been waiting for has arrived: the announcement of the Homecoming Court.

"Homecoming Queen is … Cornelia Hale!

"And the Homecoming King is … Matthew Olsen!"

Will was slightly put out that her other half won and she didn't, but only slightly. She knew that Matt and Corny would always be more popular that she could ever dream of being. Matt, who was sitting on the row beside her, passed her a note as Mr. Collins tried to get the class to settle down.

'_No matter, Angel. You'll always be my Queen.'_

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After Homecoming and the slew of medals that were won, Will was relieved when winter break came around and she could actually slow down for a while. It seemed that the entire Senoir class breathed a sigh of relief once the fall semester finals were over. Will and the others planned a ski trip to the ice fields of Meridian, Irma ecstatic that Andrew could get off and go with them as well.

"Are you sure you don't want to come with us?" Will asked Susan as Matt swung by to pick her and her luggage up. He stowed her bags in the back of his black Jeep before returning to where Will and her mother stood on the stoop to their apartment.

"No, I think I'll stay here and spend some time Dean." Susan shook her head, arms crossed to keep off the chill as snow flakes swirled through the air.

"If you're sure…"

"Go and enjoy yourselves." Will's mom kissed her on the head. "I'll see you when you get back."

Matt drove them to the Silver Dragon, parking in back where he could leave the Jeep and it would be out of the way. Everyone was assembled in the basement along with their bags, ready for Will to fold them across to Elyon's castle. The Meridian queen was waiting on the other side for them, rooms already prepared in the same wing as her suite of rooms. The only thing that she supplied was the ski equipment and the focus for teletransporting, which she gave to Will. It was a small ice geode encased in an enchanted crystal to keep it from melting. Woven around it was a type of locator spell allowing the wearer to arrive at a specific destination. It was like Caleb's ring, only the magic was restricted to Meridian only.

"It's fairly late right now, and it is dangerous to wander the ice fields at night." Elyon led the way to the hall the connected all the rooms. "I suggest you guys get settled in and we'll head out at first light."

"Sounds good to me." Will yawned, sparking a yawning chain to snake though the others. Everyone grumbled at her as they yawned. No one voiced any complaints about Elyon's suggestion, all tiered from the past four months of blowing and going.

Will, once in her room, began unpacking her things. She could barely keep her eyes open, but she knew if she didn't put up her things now, Corny would never let her hear the end of it. She had just changed into her pajamas when the door to her room edged open, her guardian senses picking up the shift in the air. Looking up from where she was brushing her hip length hair she saw Matt slip into her room, silently closing the door behind him.

"What's up?" Will asked tiredly. "And why are you sneaking around?"

"I can't sleep." Matt shrugged, already in his pajamas of a muscle tank top and boxers. "I always have trouble sleeping in a strange place." He looked so adorable to Will. She knew he didn't like new places, and felt sorry for him.

"You can sleep in here if you want." Will stood from the vanity and sluggishly made her way over to the bed, plopping down face first perpendicularly across it, not bothering to soften the blow by bracing herself with her hands.

"Goof-ball." Matt came around the bed, lifting her up to pull the blankets back with one hand while the other was wrapped around her waist.

"'m tiered." Will mumbled into his chest, snuggling closer to his warmth.

"I know baby." Matt helped her into the bed before crawling in beside her.

As he slid his arm around her Will felt a different warmth fill her, almost searing and painful, but in a good way. She felt eager, like she did when they were getting heavy in their make out sessions. Suddenly she was wide awake and hungry. She slid her hands under his shirt, feeling the satiny heat of his skin, and she had the insane urge to feel him against her with nothing between them.

"Will?" Matt asked as she crawled on top on him, straddling him provocatively.

"It's time." She placed his hands on her hips, just above the waistband of her boy shorts and just below the hem of her baby tee, palms scalding hot. The heat seeped into her, warming her from head to toe.

"Are you sure?" Matt ran his thumbs along her skin, tightening her body and making her core clench.

"Positive."

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The spring semester flew by. There were cap and gown fittings, invitations and Senior books to order, not to mention class pictures and yearbook questionnaires. Tests were also what ate up a chunk of the time, from the regular class tests to the standardized state and federal tests to assess one's ability to graduate.

There were rehearsals for everything under the sun, from filing into the auditorium to the seating to the actual walk across the stage. There were rules and regulations to follow and things to memorize. Will was eager for it all to be over so she could sleep for a week.

On top of it all, HayLin had nominated them all _**AGAIN**_ to decorate the gym for their Senoir Prom. Will thought Irma was really going to kill the small Asian girl this time, being sorely tempted to do the same thing herself.

"I swear HayLin, are you a sadist or something?" Irma complained as they found themselves in the gym for the third year in a row decorating.

"Do you enjoy torturing us?" Cornelia asked.

"No, but we need to pitch in, since this is our last year here." HayLin was unperturbed by the girls' grumbling. "We need to make memories that will last us a lifetime."

"I thing the past two years have cemented this place firmly in our minds HayLin." Taranee said as the guys were drafted into the dangerous work of hanging the streamers and balloons.

"It's too late to back out now! Prom is tomorrow."

"EXACTLY!!!" Corny flipped. "We need to be spending the day getting pampered and getting ready for the show."

"You have all day tomorrow to get ready." HayLin countered and Will rolled her eyes, knowing Corny's reaction.

"That's only five hours. Beauty takes time and rest, not racing to get decent for the biggest event of our lives behind getting married and childbirth."

Needless to say, they decorated and then got ready the next day. Will was ready to surprise them all, she was wearing an actual dress! It was simple pink chiffon, with a halter neckline and an empire waist, the folds of the dress falling gracefully to the floor. She pulled her hair into a fancy up do, ringlets falling across her shoulders and down her back. She wore her sapphires and that was all.

"OH MY GOD!" Cornelia practically screeched upon seeing Will enter the gym. Matt had already arrived, setting up the band. "She's in a dress!"

"And a pink one at that." Irma added. Each of the girls, by unspoken agreement, had decided to wear the colors of their powers; Will in pinks, Irma in blues and greens, Taranee in red and orange, Corny wore earthy greens and golds while HayLin wore light blue and white. All of the guys, including Andrew and Caleb wore actual suits with colorful shirts underneath. Matt had lime green, Andrew a rusty red, Nigel sapphire blue, Caleb white and Eric a blue so pale it was nearly white.

"I told you guys that I'd wear a dress." Will did a little twirl for them, feeling like a princess. The guys saw her and began wolf-whistling, drawing Matt's attention. He jumped down from the stage and stalked over to Will, eyes as dark as they were on Meridian when that made love for the first time.

"Knock it off, she's mine." Matt growled, arms slipping around her waist as he nuzzled her neck.

"Cool it, dude." Andrew laughed. "We don't poach."

"Good."

Prom was a smash, especially when Will got to slow dance with Matt. She also did some edgy bump and grind moves, but most of the music to do that to came when he was on stage. Will was drooling the whole night because Matt looked so hot, and the she knew he was equally hot without his clothes as well. And he was all hers. That right there was enough to make her squeal like a giddy schoolgirl.

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Graduation was organized chaos. Students milled about talking with parents and teachers, while other teachers were trying to herd them into their seats. Even with all the practice there were screw ups, like people tripping, or doing a dance across stage, which wasn't allowed. Luckily for Will she made it in one piece. She couldn't say how, considering she was so nervous that she was numb to everything, her movements and responses automatic. She vaguely heard her friends hollering her name, but she couldn't be sure. The day was a blur to her, nothing more than impressions of faced and emotions. Will didn't throw her cap, knowing that her mom would want to keep it.

"We did it!" Irma boogied down the aisle once the ceremony was over, shaking her butt and Andrew's eyes were glued to her.

"I can't believe it." Will felt lost now that it was over, she had been going at light speed for so long that to suddenly stop left her confused. She looked around at the see of faces around her, crimson clad classmates and their families all speaking at one time, feeling a shocked calm in the midst of insanity.

"Come on Will." Matt laced his fingers through hers and pulled her off to the side. He had a serious look in his eyes and his manner was nervous, making her wonder what was wrong. They left their friends and moved a clear area of the auditorium, his palm warm against hers.

"Matt, what's wrong?"

"Nothing babe, I just ant to ask you something." Matt had one hand stuffed into his pants pocket, having already pulled his gown off. Will moved to take off her gown as well, stifling hot in the heavy material. She draped it and her cap over a nearby chair, seeing her mom making a beeline for them to gather up her thing and shrink wrap them for all time.

"Well? What is it you want to ask me?" Will was beginning to get nervous, feeling the stares of the others boring into her.

Matt didn't say a word and he dropped to one knee, making Will gasp. _Is he really…?_ In his hand was a small black velvet box, his eyes a bright crystalline blue. She saw all his hopes and dreams in those eyes, all his love for her and faith in their future. Will felt lightheaded, knowing that the day would come, but never expecting that it would happen so soon.

"Will Vandom, when I met you my eyes and heart were opened to a bright new world." Matt opened the little box, revealing a diamond studded engagement band. There were five diamonds with diagonal swooshed of silver between them, holding them in place. It sparkled in the light, bringing tears to Will's eyes.

"You showed me more things that I never could have dreamed up in my wildest imagination. I'm whole from knowing you, and I never want to let you go. So,

"Willow Vandom, will you marry me and be my wife?"

"YES!!!!!" There were no second thoughts, no hesitation. She had always known that they belonged together and that there would never be anyone else for them. Matt slid the ring onto her finger before jumping up and spinning her in a circle, kissing her hard. The were two halves of a whole, more complete together than apart.

"Go girl!" "About time, man." "Damn." "Aaawwww!"

Laughing Will broke the kiss, meeting the eyes of her friends and family, seeing the happiness in their expressions. Will drug Matt back over to their family, eyes watering. She was enveloped in teary hugs as Matt was slapped on the back. Will was the first to be proposed to, but she knew that she wouldn't be the last.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

Four months later saw Will in veterinary classes and on the swim team of the local college, Irma was interning at the local radio station while earning her Bachelors of Communication degree, Taranee was going for a degree in history and mythology, Cornelia was doing local modeling and commercials while commuting to Meridian to see Caleb and Elyon and HayLin had enrolled in culinary school. Matt, Eric, and Nigel were taking music classes while performing every weekend. Andrew was in his second year of earning his Bachelor in Architectural Design. And Caleb was still on Meridian helping Elyon.

All of the girls were engaged to their men, striving to make their futures as bright as possible. The group was more closely knit now than they had ever been before, growing closer through time and experiences. Even Elyon was engaged to Drake of all people, having fallen hard for Caleb's blonde haired and silver eyed cousin. Aldarn had married a baker from the kitchens and were expecting their first child in the spring if the following year. Dean had proposed to Susan after asking for Will's permission.

"You don't have to ask me if it is okay." Will told her former history teacher.

"I know Will, but with my past track record, I thought I'd go about things differently this time." Dean said seriously. Will gave her blessing and watched the happiness on her mother's face as Dean proposed one evening at the Silver Dragon. Mira and Eric's grandfather could also be seen together, a connection growing steadily.

All in all the world was a happy place as everyone's lives were growing and evolving, becoming richer and more colorful.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

"No HayLin, we are not all getting married at one time!" Will put her foot down. "We can all get married on the same day, but not together."

"We can be each others bride's maids and grooms men." Taranee reasoned.

"That could work." Cornelia nodded as the girls were assembled in Elyon's bedroom one winter day,

"But what order would we go in?" Irma asked. "After all, shouldn't Elyon and Drake go first?"

The girls all began talking at once, debating the merits of ranking and powers. Will simply watched the play by play, a small and goofy grin on her face. She couldn't wait to marry Matt, to begin their life together and to one day have a family of their own. A knock sounded on the door to the queen's suites.

"Girls, are you ever going to come to dinner?" Drake stuck his head through the doors. "We're starving, and can't start without you."

"Poor baby." Elyon bounced over to her fiancé and kissed his gently. "We're coming."

The discussion of wedding placement continued as the meal progressed. The guys sat back and watched their women hash it all out, small grins on their faces. They knew that all they had to do was show up dressed on the day, not having to worry about details.

"Here's an idea: HayLin and Eric, Cornelia and Caleb, Taranee and Nigel, Irma and Andrew, Me and Matt and finally Elyon and Drake." Will announced. "That way we work up to the royalty."

So that was the plan. The girls would each walk down the aisle and take their places as the bride's maids, rotating positions as they married their grooms. It was scheduled for the first day of spring, and the days leading up to the big event were full of firings and last minute to do lists. The guys only saw the girls at night when they went to bed, everyone running so fast that there was little down time. The guys were helping the crews set up and place things, so they weren't totally being lazy; they were doing the heavy lifting.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

"Where is my veil?" Cried HayLin as the girls were primping and putting the final touched on their hair and makeup before they walk down the aisle.

"Over here." Irma spoke up from the closet in the suite they were using. "It's with everyone else's."

"Will, stop fidgeting, or I'll pull you bald-headed." Cornelia was piling her flame red hair on top of her head in an elaborate mass of curls and pins. Will would have rather had her hair left down, but Corny would have none of that.

"Sorry, I'm just anxious."

"At least she's not nervous like Pyro." Elyon was knocking on the bathroom door. "Taranee, calm down and don't ruin your dress." It was the fourth time that the firebrand had emptied her stomach that morning. Will hoped it was only nerves and not morning sickness.

"Ladies?" Aldarn knocked on the door. "Are you decent?"

"No, but we're dressed." Irma called out as she zipped up the back of her dress.

Laughing Aldarn stepped into the room. Each of the girls were swathed in layers of white, looking like a bunch of frosted cupcakes. It was mass hysteria.

"You have five minutes before the march begins." Aldarn told them. "Where's Taranee?"

"I'm here." She came out of the bathroom calmly, not betraying the fact the she had just been heaving her guts out minutes ago.

"Good." Aldarn left and the girls made a mad dash to get their veils on and gather up their bouquets.

"Ready girls?" Will asked them and they nodded. "Time to make those men ours in every way!"

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

The wedding was the smash event of the century. The Guardians as well as the Queen of Meridian were getting married on the same day. The entire kingdom, the Council of Kandracar, the former guardians and the brides and grooms families turned out for the event. The entire palace, grounds and village were packed with spectators. There wasn't a dry eye to be seen as the young couples exchanged vows, pledging their love and fealty to one another for all time.

The girls were crying, thankful that they had decided against mascara and eyeliner. They all had handkerchiefs and were dabbing their eyes as they watched the women who were like sisters marry their mates who were like the girls brothers. Will would remember the day for the rest of her life.

"Willow Vandom." Oracle spoke in his gentle voice. "Do you take Matthew Olsen to be your husband through all trails and joys that you will face? Will you be faithful to him as he is to you?"

"I swear." Will smiled up at Oracle before smiling brilliantly at Matt, who was grinning back.

"Matthew Olsen, do you take Willow Vandom to be your wife through all the trials and joys that you will face? Will you be faithful to her as she is to you?"

"I swear." Matt's voice was firm and solid.

"It is done." Matt dipped Will and pressed a kiss to her lips romantically, making all the women swoon and the men cheer bawdily.

After joining Elyon and Drake, Oracle then crowned Drake as the King Consort, or the Queen's mate. Now Will was crying openly, seeing life come full circle. All the girls had become women and the boys had become men, embracing life to the fullest.

&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&&

"And that's the end." Will told the group of children at her feet. "The girls got the guys, Elyon wasn't ruling alone and they all lived happily every after."

"That's just a fairy tale." A small blond haired and green eyes girl spoke up.

"No, Daisy." Cornelia told her daughter. "It really happened."

"Did you really have powers?" A tall and skinny redheaded boy asked, brown eyes big behind his glasses.

"The girls and Matt did." Nigel picked up Nigel, Jr. "And it's someone's bedtime."

"Aawww." The kids whined.

Eric and HayLin scooped up their twin boy and girl, the two already asleep against each other. Li and Lin barely opened their eyes as their parents took them to bed.

Joshua, Irma and Andrew's boy crawled onto Andrew's lap and snuggled up against his dad as Irma laughed silently.

"Momma?" Kiera asked Will, purple eyes curious. "Can you and Daddy still fly?"

"Yeah baby, but we don't do it very often, and especially not on Earth where Granny and PaPa live."

"Why not?"

"People on Earth don't believe in magic anymore. Not real magic." Matt lifted his little princess up as the others gathered up their children.

"What about Princess Cassidy?"

"When I go over, I don't use my magic." Cassidy was the oldest of the bunch, pixyish in appearance.

"Oh."

"So, we really all did live happily every after." Elyon spoke softly, not wanting to wake the kids.

"Yeah, we did." Drake answered.

Will smiled brightly, knowing that it was terrible clichéd and over used. But they really had lived happily ever after. No trial was too big and no problem couldn't be solved. It had all turned out perfect in the end.

"We sure did."


End file.
